INVESTORS’
RIGHTS AGREEMENT


 


THIS
INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made
as of __________, 2017, 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 5.8 hereof.


 


RECITALS


 


WHEREAS,
in connection with
the purchase of shares of the
Company’s Series B Preferred Stock (the “B Shares”)
being offered (the “Offering”) pursuant to the Company’s Confidential Information Memorandum dated
September 6, 2017 (the “Memorandum”); the Company and each Investor have
agreed to enter into 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.


 


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.


 




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


 


1.18 “Registrable
Securities” means (i) the Common Stock issuable or issued upon
conversion of the Series B 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.


 


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.


 




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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 B Preferred
Stock” means shares of the Company’s Series
B 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.


 


(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).


 




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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;


 


(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.


 




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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 Section2.8 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.


 


(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.


 




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(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.


 


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


 




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(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.


 




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2.12
Restrictions on Transfer.


 


(a)
The Series B 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 B 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 B 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.


 


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.







 




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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.


 


3.
Information and 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);


 




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(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.


 


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.


 


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 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 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.


 




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5.
Miscellaneous.


 


5.1
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.


 


5.2 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.







 




    	15



     


    




 


5.3
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.


 


5.4
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.


 


5.5
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. 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
5.5 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.


 


5.6
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.


 




    	16



     


    

 


5.7
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.


 


5.8
Additional Investors. Notwithstanding anything to the contrary
contained herein, if the Company issues additional
shares of the Company’s Series B Preferred
Stock after the date hereof, any purchaser
of such shares of Series B 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.


 


5.9
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.


 


5.10
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.


 


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.


 




    	17



     


    




 


5.11
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]


 









    	18



     


    

 


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: