INVESTORS’
RIGHTS AGREEMENT


 


THIS
INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of __________, 2015, by and among Hancock
Jaffe Laboratories, Inc., a Delaware corporation (the “Company”), each of the investors signatory hereto as
of the date hereof (each an “Investor”) and each Investor that becomes a party to this Agreement in accordance
with Section 6.8 hereof.


 


RECITALS


 


WHEREAS,
the Company and the Investors are parties to the Series A Preferred Stock Purchase Agreement of even date herewith (the “Purchase
Agreement”); and


 


WHEREAS,
in order to induce the Company to enter into the Purchase Agreement and to induce the Investors to invest funds in the Company
pursuant to the Purchase Agreement, the Investors and the Company hereby agree that this Agreement shall govern the rights of
the Investors to cause the Company to register shares of Common Stock issuable to the Investors, to receive certain information
from the Company, and to participate in future equity offerings by the Company, and shall govern certain other matters as set
forth in this Agreement;


 


NOW,
THEREFORE, the parties hereby agree as follows:


 


1.
Definitions. For purposes of this Agreement:


 


1.1
“Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls,
is controlled by, or is under common control with such Person, including without limitation any general partner, managing member,
officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general
partners or managing members of, or shares the same management company with, such Person.


 


1.2
“Common Stock” means shares of the Company’s common stock, par value $0.00001 per share.


 


1.3
“Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become
subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability
(or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material
fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required
to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation
by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law,
or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.


 




    	 	 	 



    	 



    

 


1.4
“Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for
(in each case, directly or indirectly), Common Stock, including options and warrants.


 


1.5
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.


 


1.6
“Excluded Registration” means (i) a registration relating to the sale of securities to employees of the
Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC
Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be
required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration
in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also
being registered.


 


1.7
“Form S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration
form under the Securities Act subsequently adopted by the SEC.


 


1.8
“Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form
under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to
other documents filed by the Company with the SEC.


 


1.9
“GAAP” means generally accepted accounting principles in the United States.


 


1.10
“Holder” means any holder of Registrable Securities who is a party to this Agreement.


 


1.11
“Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships,
of a natural person referred to herein.


 


1.12
“Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.


 


1.13
“IPO” means the Company’s first underwritten public offering of its Common Stock under the Securities
Act.


 


1.14
“Key Employee” means any executive-level employee (including, division director and vice president-level positions)
as well as any employee who, either alone or in concert with others, develops, invents, programs, or designs any Company Intellectual
Property (as defined in the Purchase Agreement).


 




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1.15
“New Securities” means, collectively, equity securities of the Company, whether or not currently authorized,
as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or
may become, convertible or exchangeable into or exercisable for such equity securities.


 


1.16
“Person” means any individual, corporation, partnership, trust, limited liability company, association or other
entity.


 


1.17
“Preferred Investor” means a holder of at least 1% of the issued and outstanding shares of the Company’s
Series A Preferred Stock.


 


1.18
“Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Series A
Preferred Stock; (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion
and/or exercise of any other securities of the Company, acquired by an Investor after the date hereof; and (iii) any
Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued
as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in
clauses (i) and (ii) above; excluding in all cases, however, any Registrable Securities sold by a Person in a
transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection 6.1, and
excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection
2.13 of this Agreement.


 


1.19
“Registrable Securities then outstanding” means the number of shares determined by adding the number of shares
of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly)
pursuant to then exercisable and/or convertible securities that are Registrable Securities.


 


1.20
“Restricted Securities” means the securities of the Company required to be notated with the legend set forth
in Subsection 2.12(b) hereof.


 


1.21
“Sale Transaction” means (i) any merger, amalgamation, reorganization, consolidation or other transaction involving
the Corporation and any other corporation or other entity or person in which the persons who were the stockholders of the Corporation
immediately prior to such merger, amalgamation, reorganization, consolidation or other transaction, own less than fifty percent
(50%) of the outstanding voting shares of the surviving or continuing entity after such merger, amalgamation, reorganization,
consolidation or other transaction; (ii) the sale, exchange or transfer by the Corporation’s stockholders, in a single transaction
or series of related transactions, of all of the voting shares of the Corporation; or (iii) the sale of all or substantially all
of the assets of the Corporation, in each case resulting in gross proceeds to the Corporation or its stockholders of not less
than $150,000,000.


 


1.22
“SEC” means the Securities and Exchange Commission.


 


1.23
“SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.


 




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1.24
“SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.


 


1.25
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


1.26
“Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable
to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements
of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6.


 


1.27
“Series A Director” means any director of the Company that the holders of record of the Series A Preferred
Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.


 


1.28
“Series A Preferred Stock” means shares of the Company’s Series A Preferred Stock, par value $0.00001
per share.


 


2.
Registration Rights. The Company covenants and agrees as follows:


 


2.1
Demand Registration.


 


(a)
If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at
least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement
with respect to outstanding Registrable Securities of such Holders, then the Company shall (i) within ten (10) days after the
date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable,
and in any event within forty- five (45) days after the date such request is given by the Initiating Holders, file a Form S-3
registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration
by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the
Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(b) and 2.3.


 


(b)
Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section
2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the
Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such
registration statement to either become effective or remain effective for as long as such registration statement otherwise
would be required to remain effective, because such action would (i) materially interfere with a significant acquisition,
corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material
information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the
Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to
defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after the request
of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than
once in any twelve (12) month period.


 




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(c)
The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(a)
(i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and
ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that
the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become
effective; or (ii) if the Company has effected a registration pursuant to Section 2.1(a) within the twelve (12) month period
immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of
this Section 2.1(c) until such time as the applicable registration statement has been declared effective by the SEC, unless
the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and
forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such withdrawn registration
statement shall be counted as “effected” for purposes of this Section 2.1(c).


 


2.2
Company Registration. If the Company proposes to register (including, for this purpose, a registration effected by the
Company for stockholders other than the Holders) any of its Common Stock under the Securities Act in connection with the public
offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly
give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice
is given by the Company, the Company shall, subject to the provisions of Section 2.3, cause to be registered all of the
Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right
to terminate or withdraw any registration initiated by it under this Section 2.2 before the effective date of such registration,
whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling
Expenses) of such withdrawn registration shall be borne by the Company in accordance with Section 2.6.


 


2.3
Underwriting Requirements.


 





(a) If, pursuant
to Section 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means
of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1, and the Company
shall include such information in the Demand Notice. The underwriter(s) will be selected by the Company and shall be reasonably
acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s
Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and
the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing
to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.4(d))
enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding
any other provision of this Section 2.3, if the managing underwriter(s) advise(s) the Initiating Holders in writing that
marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise
all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable
Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including
the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder
or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that
the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other
securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above
provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred
(100) shares.







 




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(b) In connection
with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Section 2.2, the
Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders
accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as
the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total
number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the
number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is
compatible with the success of the offering, then the Company shall be required to include in the offering only that number of
such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will
not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested
to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be
allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by
each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the
allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated
to any Holder to the nearest one hundred (100) shares. Notwithstanding the foregoing, in no event shall the number of Registrable
Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are
first entirely excluded from the offering. For purposes of the provision in this Section 2.3(b) concerning apportionment,
for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners,
retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners,
retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed
to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall
be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,”
as defined in this sentence.







 


2.4
Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as reasonably possible:


 


(a)
prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable
efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable
Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days
or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however,
that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains,
at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in
such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered
on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall
be extended for up to sixty (60) days, if necessary, to keep the registration statement effective until all such Registrable Securities
are sold;


 




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(b)
prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection
with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of
all securities covered by such registration statement;


 


(c)
furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the
Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their
Registrable Securities;


 


(d)
in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the underwriter(s) of such offering;


 


(e)
use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be
listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar
securities issued by the Company are then listed;


 


(f)
provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP
number for all such Registrable Securities, in each case not later than the effective date of such registration;


 


(g)
promptly make available for inspection by the selling Holders, any underwriter(s) participating in any disposition pursuant to
such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the
selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the
Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by
any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of
the information in such registration statement and to conduct appropriate due diligence in connection therewith;


 




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(h)
notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has
been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and


 


(i)
after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend
or supplement such registration statement or prospectus.


 


In
addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities
of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s
directors may implement a trading program under Rule 10b5-1 of the Exchange Act.


 


2.5
Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to
this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company
such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities
as is reasonably required to effect the registration of such Holder’s Registrable Securities.


 


2.6
Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings,
or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and
accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $25,000,
of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company;
provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding
begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a
majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based
upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority
of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a), as the case
may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and
paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.


 


2.7
Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying
any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation
or implementation of this Section 2.


 


2.8
Indemnification. If any Registrable Securities are included in a registration statement under this Section 2:


 


(a)
To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers,
directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined
in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning
of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling
Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating
or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however,
that the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such
claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably
withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions
made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling
Person, or other aforementioned Person expressly for use in connection with such registration.


 




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(b)
To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company,
and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls
the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined
in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any
such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based
upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling
Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other
aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any
claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity
agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding
if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided
further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Sections
2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by
such Holder), except in the case of fraud or willful misconduct by such Holder.


 


(c)
Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action
(including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.8, give the
indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such
action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which
notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however,
that an indemnified party (together with all other indemnified parties that may be represented without conflict by one
counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate
due to actual or potential differing interests between such indemnified party and any other party represented by such counsel
in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such
action shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.8, to the
extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to
give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 2.8.


 




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(d)
To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any
party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.8 but
it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration
of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding
the fact that this Section 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any party hereto for which indemnification is provided under this Section 2.8, then, and
in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they
may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of
the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted
in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative
fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether
the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to
information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge,
access to information, and opportunity to correct or prevent such statement or omission; provided, however, that,
in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable
Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to
this Section 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Section 2.8(b), exceed
the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of
willful misconduct or fraud by such Holder.


 


(e)
Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the
provisions in the underwriting agreement shall control.


 


(f)
Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the
obligations of the Company and Holders under this Section 2.8 shall survive the completion of any offering of Registrable
Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.


 




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2.9
Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule
or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration
or pursuant to a registration on Form S-3, the Company shall:


 


(a)
make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all
times after the effective date of the registration statement filed by the Company for the IPO;


 


(b)
use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements);
and


 


(c)
furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate,
a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety
(90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the
Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant
whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) such other information
as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such
securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange
Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).


 


2.10
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the
prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with
any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder (i) to
include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include
such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of
the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand
for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply
to any additional Investor who becomes a party to this Agreement in accordance with Section 6.9.


 


2.11
“Market Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of
the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the
Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form
S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred
eighty (180) days in the case of the IPO, or such other period as may be requested by the Company or an underwriter to accommodate
regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and
opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor
provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase
any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly
or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly)
for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) or (ii)
enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common
Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.11 shall not apply to the
sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all
officers and directors are subject to the same restrictions. The underwriters in connection with such registration are intended
third-party beneficiaries of this Section 2.11 and shall have the right, power and authority to enforce the provisions
hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested
by the underwriters in connection with such registration that are consistent with this Section 2.11 or that are necessary
to give further effect thereto.


 




    	 	 11	 



    	 



    

 


2.12
Restrictions on Transfer.


 


(a)
The Series A Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company
shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or
transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the
provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Series
A Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the
provisions and upon the conditions specified in this Agreement.


 


(b)
Each certificate, instrument, or book entry representing (i) the Series A Preferred Stock, (ii) the Registrable Securities, and
(iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock
dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section
2.12(c)) be notated with a legend substantially in the following form:


 


THE
SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.


 


THE
SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE
STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.


 




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The
Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted
Securities in order to implement the restrictions on transfer set forth in this Section 2.12.


 


(c)
The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions
of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect
a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the
Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner
and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company,
shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal
opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction
may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect
that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation
by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel
to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without
registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or
transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company
will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144;
or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration;
provided that each transferee agrees in writing to be subject to the terms of this Section 2.12. Each certificate,
instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if
such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 2.12(b), except
that such certificate instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel
for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities
Act.


 


2.13
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities
in any registration pursuant to Sections


2.1
or 2.2 shall terminate upon:


 


(a)
the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;


 


(b)
such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s
shares without limitation during a three-month period without registration; and


 


(c)
the fourth anniversary of this Agreement.


 




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3.
Information and Observer Rights.


 


3.1
Delivery of Financial Statements. The Company shall deliver to each Preferred Investor, provided that the Board
of Directors has not reasonably determined that such Preferred Investor is a competitor of the Company:


 


(a)
as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the
Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii)
a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by
independent public accountants of recognized standing selected by the Company;


 


(b)
as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of
each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance
sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP
(except that such financial statements may (i) be subject to normal year- end audit adjustments; and (ii) not contain all notes
thereto that may be required in accordance with GAAP);


 


(c)
as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the
next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income
statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared
by the Company;


 


If,
for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such
period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial
statements of the Company and all such consolidated subsidiaries.


 


Notwithstanding
anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section
3.1 during the period starting with the date thirty (60) days before the Company’s good-faith estimate of the date of
filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration
statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated
at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement
to become effective.


 


3.2
Inspection. The Company shall permit each Preferred Investor (provided that the Board of Directors has not reasonably
determined that such Preferred Investor is a competitor of the Company), at such Preferred Investor’s expense, to visit
and inspect the Company’s properties; examine its books of account and records; and discuss the Company’s affairs,
finances, and accounts with its officers, during normal business hours of the Company as may be reasonably requested by the Preferred
Investor; provided, however, that the Company shall not be obligated pursuant to this Section 3.2 to provide
access to any information that it reasonably and in good faith considers to be a trade secret or confidential information (unless
covered by an enforceable confidentiality agreement, in form acceptable to the Company) or the disclosure of which would adversely
affect the attorney-client privilege between the Company and its counsel.


 




    	 	 14	 



    	 



    

 


3.3
Termination of Information Rights. The covenants set forth in Section 3.1 and Section 3.2 shall terminate
and be of no further force or effect (i) immediately before the consummation of the IPO, or (ii) upon the completion of a Sale
Transaction, whichever event occurs first.


 


3.4
Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use
for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant
to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such
confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section
3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s
confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any
obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may
disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary
to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any
Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section
3.4; (iii) to any Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course
of business, provided that such Investor informs such Person that such information is confidential and directs such Person
to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor
promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.


 


4.
Rights to Future Stock Issuances.


 


4.1
Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if
the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Preferred
Investor.


 


(a)
The Company shall give notice (the “Offer Notice”) to each Preferred Investor, stating (i) its bona fide intention
to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon
which it proposes to offer such New Securities.


 


(b)
By notification to the Company within twenty (20) days after the Offer Notice is given, each Preferred Investor may elect to purchase
or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which
equals the proportion that the Common Stock then held by such Preferred Investor (including all shares of Common Stock then issuable
(directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock and any other Derivative
Securities then held by such Preferred Investor) bears to the total Common Stock of the Company then outstanding (assuming full
conversion and/or exercise, as applicable, of all Series A Preferred Stock and other Derivative Securities). At the expiration
of such twenty (20) day period, the Company shall promptly notify each Preferred Investor that elects to purchase or acquire all
the shares available to it (each, a “Fully Exercising Investor”) of any other Preferred Investor’s failure
to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor
may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to
that portion of the New Securities for which Preferred Investors were entitled to subscribe but that were not subscribed for by
the Preferred Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly)
upon conversion and/or exercise, as applicable, of Series A Preferred Stock and any other Derivative Securities then held, by
such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion
and/or exercise, as applicable, of the Series A Preferred Stock and any other Derivative Securities then held, by all Fully Exercising
Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 4.1(b) shall
occur within the later of one hundred and twenty (120) days of the date that the Offer Notice is given and the date of initial
sale of New Securities pursuant to Section 4.1(c).


 




    	 	 15	 



    	 



    

 


(c)
If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b),
the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.1(b),
offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and
upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement
for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the
execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless
first reoffered to the Preferred Investors in accordance with this Section 4.1.


 


(d)
The right of first offer in this Section 4.1 shall not be applicable to Exempted Securities (as defined in the Company’s
Amended and Restated Certificate of Incorporation).


 


(e)
Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.1, the
Company may elect to give notice to the Preferred Investors within thirty (30) days after the issuance of New Securities. Such
notice shall describe the type, price, and terms of the New Securities. Each Preferred Investor shall have twenty (20) days from
the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Preferred Investor,
maintain such Preferred Investor’s percentage-ownership position, calculated as set forth in Section 4.1(b) before
giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date
notice is given to the Preferred Investors.


 


4.2
Termination. The covenants set forth in Section 4.1 shall terminate and be of no further force or effect (i) immediately
before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section
12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate
of Incorporation, whichever event occurs first.


 




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5.
Additional Covenants.


 


5.1
At the request of Investors holding a majority of the Series A Preferred Stock and subject to the Company’s Board of Directors
compliance with its fiduciary duties, if the Company has not received an investigational device exemption (IDE) or pre-
market approval (PMA) from the U.S. Food and Drug Administration for either of its venous valve, pediatric heart valve,
or the coronary artery bypass graft product candidates (the “FDA IDE/PMA Approval”) at any time after the second
anniversary of the Closing, the Company shall: (i) use commercially reasonable efforts to sell or license U.S. Patent No. 7,815,677,
(ii) sell the Company’s venous valve, pediatric heart valve and the coronary artery bypass graft, along with all regulatory
and other pertinent records and (iii) distribute all proceeds generated by any and all license, distribution, royalty, and sales
agreements to the Investors in accordance with the distribution provisions in the Company’s Amended and Restated Certificate
of Incorporation. The rights in this Section 5.1 shall terminate upon the date of an FDA IDE/PMA Approval.


 


5.2
The Company shall distribute 50% of the initial $130,000,000 of proceeds received by the Company from a sale or license by the
Company of any and all of its U.S. Patent No. 7,815,677, bioprosthetic pediatric heart valve, bioprosthetic venous valve, and
bioprosthetic coronary artery bypass graft; along with all regulatory and other pertinent records (“Product Candidates”)
to the Investors and other holders of Common Stock (a “Principal Cash Distribution”). The Company shall make
such Principal Cash Distributions immediately upon the Company’s receipt of the proceeds of such sale(s) and/or license(s)
of Product Candidates on pro rata basis assuming all shares of Series A Preferred Stock were converted into Common Stock. Notwithstanding
anything to the contrary provided herein or elsewhere, until each Investor receives cash distributions from the Company equal
to the sum of (i) the total purchase price originally paid for such Series A Preferred Stock owned by an Investor, plus (ii) all
accrued but unpaid dividends on such Investor’s Series A Preferred Stock (the “Distribution Amount”)
then all Principal Cash Distributions from the sale and/or license of Product Candidates shall be paid to the Investors, pro-rata,
until each holder receives the Distribution Amount.


 


6.
Miscellaneous.


 


6.1
Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder
to a transferee of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a Holder’s Immediate Family Member
or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or (iii) after
such transfer, holds at least 50,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock
dividends, combinations, and other recapitalizations); provided, however, that (x) the Company is, within a reasonable
time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities
with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the
Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Section 2.11.
For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee
(1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust
for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those
of the transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights
shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this
Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and
permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities
under or by reason of this Agreement, except as expressly provided herein.


 




    	 	 17	 



    	 



    

 


6.2
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com)
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid
and effective for all purposes.


 


6.3
Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


6.4
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be
deemed effectively given upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent,
if sent by electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business
hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified
mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally
recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications
shall be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to the principal office
of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile
number, or address as subsequently modified by written notice given in accordance with this Section 6.4.


 


6.5
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may
be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent
of the Company and the holders of a majority of the Registrable Securities then outstanding; provided that the Company
may in its sole discretion waive compliance with Section 2.12(c) (and the Company’s failure to object promptly in
writing after notification of a proposed assignment allegedly in violation of Section 2.12(c) shall be deemed to be a waiver);
and provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without
the consent of any other party. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance
of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment,
termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section
4 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does
so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities
in such transaction). The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party
hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected
in accordance with this Section 6.5 shall be binding on all parties hereto, regardless of whether any such party has consented
thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall
be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.


 




    	 	 18	 



    	 



    

 


6.6
Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision
of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid,
legal, and enforceable to the maximum extent permitted by law.


 


6.7
Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together
for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such
rights as among themselves in any manner they deem appropriate.


 


6.8
Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares
of the Company’s Series A Preferred Stock after the date hereof, whether pursuant to the Purchase Agreement or otherwise,
any purchaser of such shares of Series A Preferred Stock may become a party to this Agreement by executing and delivering an additional
counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder.
No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long
as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.


 


6.9
Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding
and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to
the subject matter hereof existing between the parties is expressly canceled.


 


6.10
Governing Law, Etc. This Agreement and the terms and conditions set forth herein, shall be governed by and construed solely
and exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles
thereof. The parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising directly or indirectly
pursuant to or under this Agreement shall be brought solely in a federal or state court located in the City, County and State
of New York. By its execution hereof, the parties hereto covenant and irrevocably submit to the in personam jurisdiction of the
federal and state courts located in the City, County and State of New York and agree that any process in any such action may be
served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested,
with the same full force and effect as if personally served upon them in New York, New York. The parties hereto expressly and
irrevocably waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense
or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing
therein shall be entitled to payment from the other parties hereto of all of its reasonable counsel fees and disbursements.


 




    	 	 19	 



    	 



    

 


WAIVER
OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER
IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER
OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS,
AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS
WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS
WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL.


 


6.11
Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement,
upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching
or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar
breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach
or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to
any party, shall be cumulative and not alternative.


 


[Remainder
of Page Intentionally Left Blank]


 




    	 	20	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	HANCOCK
    JAFFE LABORATORIES, INC.
	 	 	 
	 	By:	                                   
	 	Name:	 
	 	Title:	 


 


	 	INDIVIDUAL
    INVESTOR
	 	 	 
	 	Print
    Name:	 
	 	 	 
	 	Signature:	 
	 	 	 
	 	Date:	 
	 	 	 
	 	Co-Purchaser
    Print Name:	 
	 	 	 
	 	Co-Purchaser
    Signature:	 
	 	 	 
	 	Date:	 
	 	 	 


 


	 	ENTITY
    INVESTOR
	 	 	 
	 	Print
    Name of Entity:	 
	 	 	 
	 	By
    (Signature):	 
	 	 	 
	 	Date:	 
	 	 	 
	 	Print
    Name:	 
	 	 	 
	 	Print
    Title: