enVVeno Medical S1/A IPO registration (amended) | NVNO 14 Dec 17

INVESTORS’ RIGHTS AGREEMENT

THIS INVESTORS’ RIGHTS AGREEMENT(this“Agreement”),ismade as of __________, 2017, by and amongHancock Jaffe Laboratories, Inc., aDelaware corporation (the“Company”),each of the investorssignatory hereto as of the datehereof(each an“Investor”)and each Investorthat becomes a party tothis Agreement inaccordance withSection 5.8hereof.

RECITALS

WHEREAS,inconnection with thepurchase ofshares ofthe Company’s Series B Preferred Stock (the “BShares”)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,theparties hereby agree as follows:

1.Definitions. For purposes of thisAgreement:

1.1“Affiliate” means, with respect toany specified Person, any otherPerson who, directly or indirectly, controls, iscontrolled by, or isunder common controlwith suchPerson, including without limitation anygeneral partner, managing member, officer ordirectorof suchPerson or any venturecapital fund now orhereafter existing that iscontrolledby oneor more general partners ormanaging members of, orshares the same management company with, suchPerson.

1.2“Common Stock” means shares of theCompany’s common stock, parvalue $0.00001 pershare.

1.3“Damages” means any loss,damage, claim orliability (joint or several) towhicha partyhereto may becomesubject undertheSecurities Act, theExchange Act, or other federal orstate law, insofar as suchloss, damage, claim orliability (or anyactioninrespect thereof) arises out of orisbasedupon: (i) anyuntrue statement or alleged untrue statement of amaterial fact contained in anyregistration statement of theCompany, includingany preliminary prospectus orfinal prospectus contained therein or anyamendmentsorsupplements thereto; (ii) anomissionoralleged omission tostate thereinamaterial fact required tobe statedtherein, ornecessary tomakethestatements therein notmisleading;or(iii) anyviolation oralleged violation by theindemnifying party (or any ofits agents orAffiliates) of theSecurities Act, the Exchange Act, anystate securities law, or any ruleor regulation promulgated under theSecurities Act, theExchange Act, or anystate securities law.

1.4“Derivative Securities” means anysecurities or rights convertible into, orexercisable or exchangeable for (ineachcase,directly or indirectly), Common Stock, including optionsandwarrants.

1.5“Exchange Act” means theSecurities Exchange Act of 1934, asamended, and therules and regulations promulgated thereunder.

1.6“Excluded Registration” means (i) aregistration relating to the sale ofsecuritiestoemployees ofthe Company or asubsidiary pursuant to astock option, stockpurchase, orsimilar plan; (ii) aregistration relating to anSEC Rule 145transaction; (iii)aregistrationon any form thatdoes notinclude substantiallythesame information aswould berequiredto beincluded in aregistration statement covering thesale of theRegistrable Securities; or(iv) aregistration inwhich the onlyCommon Stock beingregistered isCommon Stockissuableupon conversion of debtsecurities that arealsobeingregistered.

1.7“Form S-1” means such formundertheSecurities Act as ineffect on thedate hereofor anysuccessor registration form under theSecurities Act subsequently adoptedbytheSEC.

1.8“Form S-3” means such formundertheSecurities Act as ineffect on thedate hereof orany registration form under theSecurities Act subsequently adopted by theSECthatpermits incorporation ofsubstantial information byreference to otherdocumentsfiled by theCompany withthe SEC.

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

1.10“Holder” means any holder ofRegistrable Securities who is a party tothis 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, orsister-in-law, including, adoptive relationships, of a natural personreferred toherein.

1.12“Initiating Holders” means, collectively, Holders who properly initiatearegistration request underthis Agreement.

1.13“IPO” means theCompany’s first underwritten publicoffering of itsCommon Stock under theSecurities Act.

1.14 “KeyEmployee” means anyexecutive-level employee (including, divisiondirectorandvice president-level positions) aswellas anyemployee who, either alone or inconcert with others,develops, invents, programs, ordesignsanyCompany Intellectual Property.

1.15“NewSecurities” means, collectively, equity securities of theCompany, whether or notcurrently authorized, aswell as rights,options,orwarrants to purchasesuch equitysecurities, orsecurities of any typewhatsoever that are,or may become,convertibleor exchangeableinto orexercisable for such equitysecurities.

1.16“Person” means anyindividual, corporation, partnership, trust, limited liability company, association or otherentity.

1.17“Preferred Investor” means aholderof atleast 1% of theissued andoutstanding shares of theCompany’s Series BPreferred Stock.

1.18“Registrable Securities” means (i)the Common Stock issuable or issued upon conversion of theSeries BPreferred Stock; (ii) anyCommon Stock, or anyCommonStock issuedor issuable (directly orindirectly)uponconversion and/orexercise of any othersecurities of theCompany,acquired by anInvestor after the datehereof;and(iii)anyCommon Stock issued as (orissuable upon theconversion or exercise of anywarrant, right, or othersecurity that isissued as) adividend orother distribution with respect to,or inexchange for or inreplacement of, theshares referenced in clauses(i) and(ii)above;excludingin allcases, however,anyRegistrable Securities sold by aPersonin atransactioninwhich theapplicable rights underthis Agreement are notassigned pursuant toSubsection6.1, andexcluding for purposes ofSection2 any sharesfor which registration rightshave terminated pursuant toSubsection 2.13 of thisAgreement.

1.19“Registrable Securities then outstanding” means thenumberof sharesdetermined by adding thenumberof shares ofoutstanding Common Stock that are Registrable Securities and thenumber ofshares ofCommon Stock issuable (directly or indirectly) pursuant tothen exercisable and/orconvertible securities that areRegistrable Securities.

1.20“Restricted Securities” means thesecurities of theCompany required tobe notated with thelegend setforth inSubsection 2.12(b)hereof.

1.21“Sale Transaction” means (i) anymerger, amalgamation, reorganization, consolidation orother transaction involving theCorporation and any othercorporation orother entity orperson inwhich the personswho were thestockholdersof theCorporation immediately prior to suchmerger, amalgamation, reorganization, consolidation or othertransaction, own lessthan fifty percent(50%) of theoutstandingvotingshares of thesurviving or continuing entity after suchmerger, amalgamation, reorganization, consolidation or other transaction; (ii) the sale, exchangeor transfer by theCorporation’s stockholders, in asingle transaction orseriesofrelated transactions, of all of thevotingshares of theCorporation; or (iii) the sale of all orsubstantially all of the assets of theCorporation, ineach case resulting in grossproceeds to theCorporationorits stockholdersof not lessthan$150,000,000.

1.22“SEC” means theSecuritiesandExchange Commission.

1.23“SEC Rule 144”means Rule 144promulgated by theSEC under theSecurities Act.

1.24“SEC Rule 145”means Rule 145promulgated by theSEC under theSecurities Act.

1.25“Securities Act” means theSecurities Act of 1933, asamended, and therulesandregulations promulgated thereunder.

1.26“Selling Expenses” means allunderwriting discounts, selling commissions, and stocktransfer taxesapplicabletothe sale ofRegistrable Securities, and fees anddisbursements ofcounsel for anyHolder, except for thefeesanddisbursements of theSelling Holder Counsel borne and paid by theCompany as provided inSubsection2.6.

1.27“Series BPreferred Stock”means shares of the Company’sSeriesBPreferred Stock, parvalue $0.00001per share.

2.Registration Rights. The Company covenantsandagrees asfollows:

2.1Demand Registration.

(a) If at anytime when it iseligible to use aForm S-3 registration statement, theCompany receives a requestfrom Holders of at leastthirty percent (30%) of theRegistrable Securities then outstanding thatthe Company file aForm S-3registration statement with respect tooutstanding Registrable Securities of suchHolders, then theCompany shall(i) within ten(10) daysafter the datesuchrequest is given,give aDemand Noticeto allHolders otherthan the Initiating Holders; and (ii) assoon aspracticable,and in any eventwithin forty- five (45)days after the date suchrequest is given by theInitiating Holders, file aForm S-3 registration statement under theSecurities Act covering all Registrable Securities requested to be included in suchregistrationbyany otherHolders, asspecifiedbynotice given by each suchHoldertothe Company within twenty (20) days of the datethe Demand Notice isgiven, and in eachcase, subjectto thelimitationsofSections2.1(b)and2.3.

(b)Notwithstanding theforegoing obligations,if theCompany furnishes toHolders requesting aregistration pursuant tothisSection 2.1 acertificate signedbytheCompany’s chiefexecutive officer stating that in the goodfaith judgment of theCompany’s Board ofDirectors it would bematerially detrimental tothe Company and itsstockholders for suchregistration statement toeither become effective orremain effective for aslongassuch registration statement otherwise would berequiredtoremain effective, because suchaction would (i)materially interfere with asignificant acquisition, corporate reorganization, or othersimilar transaction involving the Company; (ii) require premature disclosure ofmaterial information that theCompany has a bonafide businesspurpose for preserving asconfidential; or(iii)rendertheCompany unableto comply with requirementsunderthe Securities Act or Exchange Act, then theCompanyshall have the right todefer takingaction with respect tosuch filing fora period of notmorethan one hundredtwenty(120) daysaftertherequest of theInitiating Holdersisgiven;provided,however, that theCompany may not invokethisrightmore than once in anytwelve(12)month period.

(c)The Company shall not beobligated toeffect, or to take any action toeffect, any registration pursuanttoSection 2.1(a) (i)duringtheperiod that isthirty (30) days before theCompany’s goodfaith estimate of the date offiling of, and ending on a datethatis ninety (90) daysafter the effective dateof,aCompany-initiated registration,provided that theCompanyisactively employing in goodfaith commercially reasonable efforts to cause suchregistration statement tobecome effective; or (ii) ifthe Company haseffectedaregistration pursuant toSection 2.1(a) within thetwelve (12) month period immediately preceding the date of suchrequest. Aregistration shallnot be counted as“effected” forpurposes of thisSection 2.1(c) until suchtimeas theapplicable registration statement has beendeclared effective by theSEC, unlessthe Initiating Holders withdraw theirrequest for such registration, electnotto pay theregistration expensestherefor,andforfeit their right to onedemand registration statement pursuant toSection 2.6, inwhich case suchwithdrawn registration statement shall be counted as“effected” for purposes of thisSection 2.1(c).

2.2Company Registration. Ifthe Companyproposes toregister (including, for thispurpose,aregistration effected by theCompany for stockholders other than theHolders) any of itsCommonStock under theSecurities Act in connectionwiththepublic offering of suchsecurities solely for cash(other than in anExcluded Registration), the Company shall,at such time, promptly give eachHoldernotice ofsuch registration. Upon therequest of eachHolder givenwithin twenty (20)daysafter such notice is given by theCompany,theCompany shall,subject tothe provisions ofSection 2.3, cause tobe registered allof the Registrable Securities that eachsuch Holder has requested to beincludedin suchregistration. The Company shall have theright to terminate orwithdraw anyregistration initiated byit under thisSection2.2before theeffective date of suchregistration, whether or not anyHolderhaselected toinclude Registrable Securitiesin suchregistration. The expenses(other than Selling Expenses) of suchwithdrawn registration shall be borne by theCompany inaccordance withSection 2.6.

2.3Underwriting Requirements.

(a)If, pursuant toSection 2.1, theInitiating Holders intend todistribute the Registrable Securities covered bytheir request bymeansof anunderwriting, they shall soadvise the Company as apart oftheir requestmade pursuant toSection 2.1, andthe Company shallinclude suchinformationinthe Demand Notice. The underwriter(s) will be selected by theCompanyand shall bereasonably acceptable to amajorityininterest of theInitiating Holders.Insuch event, the right of anyHoldertoinclude such Holder’s Registrable Securities in suchregistration shall beconditioned upon suchHolder’s participation insuch underwriting and theinclusionofsuch Holder’s Registrable Securities inthe underwriting to the extentprovided herein. All Holders proposing todistribute their securities through suchunderwriting shall(together with the Company asprovided inSection2.4(d)) enter intoan underwriting agreement incustomary form with the underwriter(s) selected for such underwriting. Notwithstanding any otherprovisionof thisSection 2.3, if themanaging underwriter(s) advise(s) theInitiating Holders inwritingthatmarketing factors require alimitation on thenumber ofshares to beunderwritten, thenthe Initiating Holders shallsoadvise allHolders ofRegistrable Securities that otherwise would beunderwritten pursuant hereto, and thenumberofRegistrable Securities thatmay beincluded in theunderwriting shall be allocated among suchHoldersofRegistrable Securities, including theInitiating Holders, inproportion (as nearly aspracticable) to thenumberofRegistrable Securities owned by eachHolderor in such otherproportion asshall mutually be agreed to by allsuch selling Holders;provided,however,thatthe number ofRegistrable Securities held by theHolders to beincluded in suchunderwriting shall notbe reducedunless all other securities are first entirely excluded from theunderwriting. To facilitate theallocation of shares inaccordance with the aboveprovisions, theCompanyor theunderwriters may round thenumberof sharesallocated to any Holder to the nearest one hundred(100) shares.

(b) Inconnection with any offering involvingan underwriting of sharesoftheCompany’s capital stock pursuant toSection2.2, theCompanyshall not berequiredtoinclude anyof theHolders’ Registrable Securities insuch underwriting unlessthe Holders accept thetermsof theunderwritingas agreedupon betweentheCompany and itsunderwriters, and thenonly insuch quantity asthe underwriters intheir solediscretion determine will not jeopardize the success of theoffering by theCompany.If thetotal number ofsecurities, including Registrable Securities, requested bystockholders to beincludedinsuch offering exceeds thenumberofsecurities to be sold(other thanbythe Company) that theunderwritersintheir reasonable discretion determine iscompatible with the success of theoffering, then theCompanyshallbe required toinclude in theoffering onlythat number of suchsecurities, including Registrable Securities, which the underwriters and theCompany intheir sole discretion determine will notjeopardize thesuccess of theoffering. If theunderwriters determine that less than all ofthe Registrable Securities requestedtoberegistered can be included insuch offering, then theRegistrable Securities that areincludedin suchoffering shall beallocated among theselling Holders inproportion (as nearly aspracticable to)the numberofRegistrable Securities owned by eachselling Holder or in such otherproportions as shallmutuallybeagreed to by all suchselling Holders. To facilitate theallocation ofsharesinaccordance with the aboveprovisions, the Company or theunderwriters may roundthe number ofshares allocated to anyHoldertothe nearest one hundred(100) shares. Notwithstanding theforegoing, innoeventshall thenumber ofRegistrable Securities included inthe offering be reduced unless all other securities (otherthansecurities tobe sold bythe Company) arefirst entirely excluded fromtheoffering. For purposes of theprovisionin thisSection 2.3(b) concerning apportionment, for anyselling Holder that is apartnership, limited liability company, orcorporation, the partners, members, retired partners, retired members, stockholders,and Affiliatesof suchHolder, or theestates andImmediate Family Members of any suchpartners, retired partners, members, andretired members andanytrustsfor the benefit of any of theforegoing Persons, shall bedeemed to be asingle “selling Holder,” and any prorata reduction with respect to such“selling Holder” shallbe baseduponthe aggregate number ofRegistrable Securities owned by allPersons included insuch “selling Holder,” asdefined inthis sentence.

2.4Obligations of theCompany. Whenever requiredunder thisSection2to effect theregistrationof anyRegistrable Securities, theCompanyshall, asexpeditiously asreasonably possible:

(a)prepare andfile with the SEC aregistration statement with respect to suchRegistrable Securities and useits commercially reasonable efforts to causesuch registration statement tobecome effective and, upon therequest of theHoldersof amajority of theRegistrable Securities registered thereunder, keep suchregistration statement effective for a period of up to onehundred twenty (120) daysor,ifearlier, until thedistribution contemplatedin theregistration statement hasbeen completed;provided,however, that (i) such onehundred twenty (120) dayperiod shall beextended for a period oftime equal to theperiodtheHolder refrains, at the requestofanunderwriter ofCommon Stock (or othersecurities) of theCompany, from selling anysecurities includedin suchregistration, and(ii) in thecaseof anyregistration ofRegistrable Securities on Form S-3 thatare intended to beofferedon acontinuous ordelayed basis,subject tocompliance with applicable SEC rules,such one hundredtwenty (120) day periodshall be extendedfor up to sixty (60) days, ifnecessary, to keep theregistration statement effective until all suchRegistrable Securities are sold;

(b)prepare andfile with the SEC suchamendmentsandsupplements to suchregistration statement, and theprospectus used inconnection with suchregistration statement, asmaybenecessary to comply with theSecurities Act inorder to enablethe dispositionof allsecurities covered by suchregistration statement;

(c)furnish to theselling Holders such numbersofcopies of aprospectus, includingapreliminary prospectus, as required by theSecurities Act, and such otherdocuments as theHolders may reasonably request inorder to facilitate their disposition oftheir Registrable Securities;

(d) inthe event of anyunderwritten public offering, enter into andperform itsobligationsunder anunderwriting agreement, in usual andcustomary form, with the underwriter(s) of suchoffering;

(e) useits commercially reasonable efforts to causeallsuchRegistrable Securities covered by suchregistration statement to belisted on a nationalsecurities exchange or trading system and eachsecurities exchangeand trading system (if any) onwhich similar securitiesissued by theCompanyarethen listed;

(f) provide atransfer agent andregistrar forallRegistrable Securities registered pursuant tothis Agreement andprovide aCUSIP number for all suchRegistrable Securities, in eachcasenotlater than the effective date ofsuch registration;

(g)promptly make available for inspection by theselling Holders, anyunderwriter(s) participating in anydisposition pursuant tosuch registration statement, and anyattorneyoraccountant orother agent retained by any suchunderwriter orselectedby theselling Holders, all financial and otherrecords, pertinent corporate documents, andproperties of theCompany,and cause theCompany’s officers, directors, employees, andindependent accountants to supplyall information reasonably requested by any suchseller, underwriter, attorney, accountant, or agent, in eachcase, asnecessaryoradvisable toverify theaccuracyof theinformation in suchregistration statement and to conductappropriate duediligenceinconnection therewith;

(h)notify eachselling Holder, promptly aftertheCompany receives noticethereof,of thetime when suchregistration statementhas beendeclared effective or asupplementto anyprospectus forming a part ofsuch registration statement has beenfiled; and

(i)after such registration statement becomes effective, notify each selling Holder of any request by theSEC that theCompany amend orsupplement suchregistration statementorprospectus.

Inaddition, theCompany shall ensure that, at alltimes after anyregistration statementcovering apublic offering ofsecuritiesof theCompany underthe Securities Act shall havebecome effective, its insider trading policy shallprovidethat theCompany’s directors may implement atrading program underRule 10b5-1 of theExchange Act.

2.5Furnish Information. Itshall be a condition precedent tothe obligations of the Company totakeanyaction pursuantto thisSection2with respect tothe Registrable Securities of any sellingHolder that suchHoldershallfurnish to theCompany suchinformation regarding itself, theRegistrable Securities held by it, andthe intended method ofdispositionof suchsecurities asis reasonably required toeffect theregistrationof suchHolder’s Registrable Securities.

2.6Expenses of Registration. All expenses (other thanSelling Expenses) incurred inconnection with registrations, filings, orqualifications pursuant toSection 2,includingallregistration, filing, and qualification fees; printers’ andaccounting fees; fees anddisbursements ofcounsel for theCompany; and thereasonable fees anddisbursements, not to exceed$25,000,of one counselfor theselling Holders (“Selling Holder Counsel”), shall be borne andpaid by theCompany;provided,however, thatthe Company shall not berequired to payforanyexpenses of anyregistration proceeding begun pursuant toSection 2.1 if theregistrationrequest issubsequently withdrawn at therequestof theHolders of amajority of theRegistrable Securities to beregistered(inwhich case allselling Holders shallbearsuch expenses pro ratabased upon thenumber ofRegistrable Securities thatwere to be included inthe withdrawn registration),unless theHolders of amajority oftheRegistrable Securities agree toforfeit their right to oneregistration pursuant toSection 2.1(a), as thecase may be.All Selling Expenses relating toRegistrable Securities registered pursuant to thisSection 2shall beborne and paid by theHolders prorataonthe basis ofthe number ofRegistrable Securities registered ontheir behalf.

2.7Delay of Registration. No Holder shallhave any right toobtain or seek aninjunction restraining orotherwise delaying anyregistration pursuant tothis Agreement as theresultof anycontroversy thatmight arise with respect to theinterpretation or implementation of thisSection2.

2.8Indemnification.If anyRegistrable Securities areincluded in aregistration statement underthisSection 2:

(a)To theextent permitted bylaw,theCompany will indemnify and holdharmlesseachselling Holder, and thepartners, members, officers, directors, and stockholders of eachsuch Holder; legalcounsel andaccountants for each suchHolder; anyunderwriter (asdefined in theSecurities Act) for each suchHolder;andeach Person, if any,who controls such Holder or underwriter within themeaning of theSecurities Act or the Exchange Act, against anyDamages, andthe Company will payto eachsuch Holder, underwriter, controlling Person, or otheraforementioned Person anylegalorother expenses reasonably incurred thereby inconnection with investigating ordefending anyclaimorproceeding from which Damages may result, as such expensesare incurred;provided,however, that the indemnity agreement contained in thisSection2.8(a)shall not apply toamountspaid insettlement of any such claim orproceedingif suchsettlement iseffected without theconsent of theCompany, which consent shall not beunreasonably withheld, norshalltheCompany beliable for anyDamages to theextent that theyariseout of or are based uponactions oromissions made inreliance upon and inconformity with written information furnished by or on behalf of any suchHolder, underwriter, controlling Person, orother aforementioned Person expressly for use inconnection with suchregistration.

(b)To theextent permitted bylaw,each sellingHolder, severally and notjointly, will indemnify and holdharmless theCompany,and each of itsdirectors, each ofits officers who hassigned theregistration statement, eachPerson (if any),who controls theCompany within themeaningof theSecurities Act, legal counsel andaccountants for theCompany, anyunderwriter (as defined in theSecurities Act), any otherHolder selling securities in suchregistration statement, and anycontrolling Person of any suchunderwriter orother Holder, against anyDamages, in each case only to theextentthatsuch Damages arise out of or are baseduponactions oromissions made inreliance upon and inconformity with written information furnished by or on behalf of suchselling Holder expresslyfor use inconnection with suchregistration; and each suchselling Holder will pay to theCompanyand eachother aforementioned Person anylegalor otherexpenses reasonably incurred thereby inconnection with investigating ordefending any claim or proceedingfrom which Damages may result, as suchexpenses are incurred;provided,however,that theindemnity agreement contained inthisSection 2.8(b) shall not apply toamounts paidin settlement of any such claim or proceeding if suchsettlement iseffected without theconsent of theHolder, whichconsent shallnot beunreasonably withheld;andprovided further that in noevent shall the aggregate amounts payable by anyHolder bywayofindemnity orcontribution underSections 2.8(b) and2.8(d)exceedthe proceeds from theoffering received by suchHolder (net of anySelling Expenses paid by suchHolder), exceptin thecase of fraud orwillful misconduct by suchHolder.

(c)Promptly after receipt by anindemnified partyunder thisSection2.8 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 thisSection 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 thisSection 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 thisSection 2.8.

(d)To providefor justand equitable contribution tojoint liability under theSecurities Act in any case inwhich either: (i) anyparty otherwise entitled to indemnification hereunder makes aclaim for indemnification pursuant to thisSection 2.8 but it isjudicially determined (by theentry of afinal judgment ordecree by a courtof competent jurisdiction and theexpiration oftimeto appeal or thedenial of the lastrightof appeal)that suchindemnification may not beenforced in suchcase, notwithstandingthefact that thisSection 2.8 providesfor indemnification insuch case, or(ii) contribution underthe Securities Act may berequiredon thepart ofany partyhereto for which indemnification isprovided under thisSection 2.8, then, and in each such case,such parties will contribute to theaggregate losses, claims, damages, liabilities, orexpenses towhichtheymay be subject(after contribution from others)in suchproportion as isappropriate toreflect therelative fault of each of theindemnifying party and theindemnifiedparty inconnection with the statements, omissions, or otheractions that resulted insuch loss, claim, damage, liability, or expense, aswellas toreflect anyother relevant equitable considerations. The relative fault of theindemnifying partyandof theindemnified partyshall bedetermined byreference to,amongotherthings, whether theuntrue orallegedly untruestatement of amaterial fact, or theomission oralleged omissionof amaterial fact, relates toinformationsupplied by theindemnifying party or bythe indemnified partyand theparties’ relative intent, knowledge, access to information, andopportunity tocorrect or prevent suchstatement oromission;provided,however, that, in any such case(x) noHolder will berequired tocontribute anyamount inexcess of thepublic offering price ofall such Registrable Securities offered and sold by suchHolder pursuant to suchregistration statement,and (y) noPerson guilty offraudulent misrepresentation (within themeaning ofSection 11(f) of theSecurities Act) will beentitledtocontribution from anyPerson whowas notguilty ofsuch fraudulent misrepresentation; andprovided further that in no eventshall aHolder’s liability pursuant to thisSection 2.8(d), when combined with theamountspaid or payable by suchHolder pursuant toSection 2.8(b), exceedthe proceeds from theoffering received bysuch Holder (net of anySelling Expenses paidby suchHolder), except in the case ofwillful misconduct orfraudby suchHolder.

(e)Notwithstanding theforegoing, tothe extent that theprovisions onindemnificationandcontribution contained in theunderwriting agreement enteredinto in connection with theunderwritten public offering are inconflict with the foregoing provisions, theprovisionsin theunderwriting agreement shallcontrol.

(f)Unless otherwise superseded by anunderwriting agreement entered into inconnection with theunderwrittenpublicoffering, theobligations of theCompany andHolders under thisSection 2.8 shallsurvive thecompletion of anyoffering ofRegistrable Securities in aregistration underthisSection 2, andotherwise shall survive theterminationof thisAgreement.

2.9Reports Under Exchange Act. With a view tomaking available to theHolders thebenefits ofSEC Rule 144 and any otherrule orregulation of theSECthatmay at anytime permit aHolder tosell securities ofthe Company to thepublic without registration or pursuant to aregistrationonFormS-3, theCompany shall:

(a)make and keepavailable adequatecurrent public information, as thoseterms areunderstoodanddefined inSEC Rule 144, at alltimes afterthe effective date of theregistration statement filed by theCompanyfor theIPO;

(b) usecommercially reasonable efforts tofile with theSEC in atimely manner all reports andother documents required ofthe Company under theSecurities Act and theExchange Act (at anytime after theCompany hasbecome subject tosuch reporting requirements);and

(c)furnish toany Holder, so long asthe Holder owns anyRegistrable Securities, forthwith upon request(i)to theextent accurate, awritten statementby theCompany that ithas complied with thereporting requirements ofSEC Rule 144(at anytime after ninety(90) daysafter theeffective date ofthe registration statement filed by theCompany for theIPO),theSecurities Act, and theExchange Act (atany time after theCompany hasbecome subject to suchreporting requirements),orthat it qualifies as aregistrant whose securities may beresold pursuant toForm S-3 (at anytime after theCompany soqualifies); (ii) a copy of themost recentannual orquarterly report of theCompanyand such otherreports anddocumentssofiled by theCompany; and(iii) such otherinformation asmaybe reasonablyrequested inavailinganyHolder of any rule orregulationof theSECthatpermits the selling of any suchsecurities without registration (at anytime after theCompany hasbecome subject tothe reporting requirements under theExchange Act) orpursuant toForm S-3 (at anytime after theCompany soqualifies to use suchform).

2.10Limitations onSubsequent Registration Rights. From and afterthe date of thisAgreement,theCompany shallnot, without the priorwritten consent ofthe Holders of amajority of theRegistrable Securitiesthenoutstanding, enter into anyagreement with any holderor prospective holder of anysecuritiesofthe Company that(i) would allow such holderor prospective holder(i)to includesuch securities in anyregistration unless, under theterms of suchagreement,such holderor prospective holder may include suchsecurities in any suchregistration only to the extentthat the inclusion of suchsecurities will notreduce the number of theRegistrable Securities of theHolders that areincluded; or(ii) allowsuch holderor prospective holder toinitiate ademand for registration of anysecurities held bysuch holder orprospective holder;provided that this limitation shallnot apply to anyadditional Investor who becomes a party tothis Agreement inaccordance withSection 6.9.

2.11“Market Stand-off” Agreement. Each Holder hereby agrees that itwill not,withouttheprior written consent of themanaging underwriter, during theperiod commencing on thedateof thefinal prospectus relating to theregistrationbythe Company of shares ofits Common Stock orany otherequity securitiesunderthe Securities Act on aregistration statement on FormS-1 or Form S-3, and ending on the datespecifiedby theCompany and themanaging underwriter(such period not to exceedone hundred eighty(180)days in the case of theIPO, or such otherperiodasmay berequested by theCompanyor anunderwriter toaccommodate regulatory restrictions on (1)the publication orother distribution ofresearch reports, and(2) analyst recommendations andopinions, including, butnot limited to,the restrictions contained in FINRA Rule2711(f)(4)orNYSE Rule 472(f)(4), orany successorprovisions oramendments thereto), (i) lend; offer; pledge; sell; contract to sell;sell any option orcontracttopurchase; purchase anyoption orcontracttosell;grant anyoption, right, or warrant topurchase; orotherwise transfer ordispose of, directly orindirectly,anyshares ofCommon Stock or anysecurities convertible into orexercisableorexchangeable (directly orindirectly) for Common Stock (whether suchshares or anysuch securities are thenowned by theHolderorare thereafter acquired) or (ii) enter into anyswapor otherarrangement thattransfersto another, inwhole or in part, any of theeconomic consequences ofownership ofsuch securities, whether any suchtransaction described inclause (i) or(ii) above is tobe settled bydelivery ofCommon Stock orother securities, in cash,or otherwise. The foregoing provisions of thisSection2.11 shallnot apply to thesaleof anyshares to anunderwriter pursuantto anunderwriting agreement, and shallbe applicable to theHolders only ifall officers and directors aresubject to thesame restrictions. The underwriters inconnection with suchregistrationareintended third-party beneficiaries of thisSection 2.11 and shall have the right,power andauthority toenforce theprovisions hereof asthough theywere aparty hereto. Each Holder further agrees to executesuch agreements asmaybe reasonably requested by theunderwriters in connectionwith such registration thatare consistent with thisSection2.11 or that arenecessary to givefurther effect thereto.

2.12RestrictionsonTransfer.

(a)The Series BPreferred Stock andthe Registrable Securities shall not be sold, pledged, orotherwise transferred, and theCompany shall notrecognize and shall issuestop-transfer instructions toits transfer agent with respect toany such sale, pledge, ortransfer, except upon theconditions specified in thisAgreement, which conditions are intended to ensurecompliance with theprovisionsof theSecurities Act. Atransferring Holder will cause anyproposed purchaser, pledgee, ortransfereeofthe Series BPreferred Stock and theRegistrable Securities held by suchHoldertoagree to takeand holdsuch securities subject tothe provisions and upon theconditions specified inthis Agreement.

(b)Each certificate, instrument, or book entryrepresenting(i) theSeries BPreferred Stock, (ii)theRegistrable Securities, and (iii) anyother securities issued inrespect of thesecurities referenced inclauses (i) and (ii),uponany stock split,stock dividend,recapitalization, merger, consolidation, orsimilar event, shall (unless otherwise permitted bythe provisions ofSection 2.12(c)) be notated with alegend substantially in thefollowing form:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVENOTBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.SUCH SHARES MAYNOT BESOLD, PLEDGED, OR TRANSFERRED INTHE ABSENCE OFSUCH REGISTRATIONOR AVALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

THE SECURITIES REPRESENTED HEREBYMAYBE TRANSFERRED ONLY INACCORDANCE WITH THE TERMS OFAN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, ACOPY OFWHICHISON FILE WITH THE SECRETARY OF THE COMPANY.

The Holdersconsent tothe Company making anotation inits records andgivinginstructions to anytransfer agent of theRestricted Securities inordertoimplement therestrictionsontransfer set forth inthisSection 2.12.

(c)The holder of suchRestricted Securities, byacceptance of ownership thereof, agrees tocomplyin allrespects with the provisions of thisSection2.Beforeanyproposed sale,pledge, ortransfer ofany Restricted Securities, unless there is ineffect aregistration statementunder theSecurities Act covering the proposed transaction, theHolderthereofshall givenoticeto theCompany of suchHolder’s intentiontoeffect suchsale, pledge,or transfer. Each suchnotice shall describethemanner andcircumstancesof theproposed sale, pledge, ortransferinsufficient detail and, ifreasonably requestedby theCompany, shall beaccompaniedat suchHolder’s expense byeither (i) awritten opinion of legalcounsel who shall, andwhose legalopinion shall,bereasonably satisfactory to theCompany, addressed tothe Company, to theeffectthatthe proposed transaction may beeffected without registration under theSecurities Act; (ii) a “noaction” letter from theSEC to theeffect that theproposed sale, pledge,or transferof suchRestricted Securities without registration will notresultin arecommendation by thestaff of theSEC thataction be taken with respect thereto; or(iii) any otherevidence reasonably satisfactory to counsel to theCompany to theeffectthatthe proposed sale,pledge, ortransfer of theRestricted Securities maybeeffected without registration under theSecurities Act, whereupon theHolder of suchRestricted Securities shall beentitled tosell,pledge, ortransfer such Restricted Securities inaccordance with theterms of the noticegiven by theHolder to theCompany. The Company willnotrequire such alegal opinion or “noaction” letter (x) in anytransactionincompliance with SEC Rule 144; or(y)inany transaction inwhich suchHolder distributes Restricted Securities to anAffiliateof suchHolder for noconsideration;providedthat each transferee agrees inwritingto besubject to theterms of thisSection 2.12.Each certificate, instrument, or book entryrepresenting the Restricted Securities transferred as aboveprovided shall benotated with, except if suchtransfer ismade pursuant toSEC Rule 144, theappropriate restrictivelegend setforth inSection 2.12(b), except that suchcertificate instrument, or bookentryshall not benotated with suchrestrictive legend if, inthe opinion of counselforsuchHolder andthe Company, such legend is notrequired inorder toestablish compliance withanyprovisions of the Securities Act.

2.13Termination ofRegistration Rights. The right of anyHolder to requestregistration or inclusion ofRegistrable Securities in anyregistration pursuant toSections

2.1or2.2shall terminateupon:

(a) theclosing of aDeemed Liquidation Event,assuch term isdefined in theCompany’s Certificate ofIncorporation;

(b) suchtime as Rule 144 oranother similar exemptionunderthe Securities Act isavailable for thesale of all of suchHolder’sshareswithout limitation during athree-monthperiodwithout registration; and

3.Information andRights.

3.1Delivery ofFinancial Statements. The Company shalldeliver to eachPreferred Investor,providedthat theBoardofDirectors has notreasonably determinedthat suchPreferred Investor is acompetitorof theCompany:

(a) as soon aspracticable, but in anyevent within one hundredtwenty(120)days after the endof each fiscal year of theCompany(i) abalance sheet as of the end of suchyear, (ii) statements ofincomeand ofcash flows for suchyear, and (iii) astatementofstockholders’ equity as of the end of suchyear, all suchfinancial statements audited and certified byindependent public accountants ofrecognizedstandingselectedby theCompany;

(b) as soon aspracticable, but in anyevent within forty-five (45) daysafter the end of each ofthe first three (3)quarters of eachfiscal year ofthe Company, unaudited statements ofincomeand cashflows for suchfiscal quarter,and anunaudited balance sheetand astatement ofstockholders’ equity as of the end of suchfiscal quarter, all prepared inaccordance with GAAP (except that suchfinancial statements may (i) besubjecttonormal year- end auditadjustments; and (ii) notcontain all notes thereto thatmayberequired inaccordance with GAAP);

(c) as soonas practicable, but in anyevent thirty (30) daysbefore the end of eachfiscal year, a budgetand business planfor the nextfiscal year(collectively,the“Budget”), prepared on amonthlybasis,including balance sheets, income statements, andstatementsof cashflow for suchmonths and,promptly after prepared, anyother budgetsor revisedbudgets prepared by theCompany;

If, forany period,the Companyhas anysubsidiary whose accounts areconsolidated with those of the Company, then in respect of such period thefinancial statements delivered pursuant to theforegoing sections shall be theconsolidatedandconsolidating financial statements of theCompanyand allsuch consolidated subsidiaries.

Notwithstanding anythingelse inthisSection3.1 to thecontrary, theCompany may cease providing theinformation setforthin thisSection 3.1 duringtheperiodstarting with the datethirty(60) daysbefore theCompany’s good-faith estimate of the date offiling of aregistration statement if itreasonably concludes itmustdo so tocomply with theSEC rulesapplicable to suchregistration statementandrelated offering;provided thatthe Company’s covenantsunder thisSection 3.1shall be reinstated at such time asthe Company is nolonger actively employing its commercially reasonable efforts to cause suchregistration statement tobecome effective.

3.2Inspection. The Company shallpermiteachPreferred Investor (providedthat the Board ofDirectors has notreasonably determined thatsuch Preferred Investor is acompetitorof theCompany), at suchPreferred Investor’s expense, tovisit andinspect the Company’s properties; examine its books of account andrecords; and discuss theCompany’s affairs, finances, and accountswith itsofficers,duringnormal business hours of theCompanyasmay be reasonablyrequested bythe Preferred Investor;provided,however, that theCompanyshall not be obligatedpursuant tothisSection 3.2 toprovide access to anyinformation that it reasonably and in goodfaith considers tobea tradesecret orconfidential information (unless covered by anenforceable confidentiality agreement, in formacceptableto theCompany) orthe disclosure of which wouldadversely affect theattorney-client privilege between theCompany and itscounsel.

3.3Termination ofInformation Rights. The covenants setforth inSection3.1 andSection 3.2 shallterminateandbe of nofurther force oreffect (i) immediately before theconsummationof theIPO, or(ii) upon thecompletion of aSale Transaction, whichever event occurs first.

4.Confidentiality

Each Investor agreesthat suchInvestor will keepconfidential andwill notdisclose, divulge, or usefor any purpose(other than tomonitor its investmentin theCompany) anyconfidential informationobtainedfrom theCompany pursuant tothe terms of thisAgreement (including noticeof theCompany’s intention tofilearegistration statement), unless suchconfidential information (a) isknown orbecomes known to thepublic ingeneral(otherthan as aresult of abreachofthisSection 4 bysuch Investor), (b) is or has beenindependently developedor conceived by theInvestor without use of theCompany’s confidential information, or (c) is orhas beenmade known ordisclosed to theInvestor by a thirdparty without a breach of anyobligationofconfidentiality such thirdparty may have to theCompany;provided,however, that anInvestor may disclose confidential information (i) toits attorneys, accountants, consultants,and otherprofessionals to theextent necessary to obtaintheir services inconnection with monitoring itsinvestment in theCompany; (ii) to anyprospective purchaser ofany Registrable Securities from such Investor, if suchprospective purchaser agrees to be bound by theprovisions of thisSection 4;(iii)to anyAffiliate, partner, member, stockholder, orwholly owned subsidiary ofsuch Investor in theordinarycourse of business,provided that suchInvestor informs suchPersonthat suchinformationisconfidential and directssuch Persontomaintain theconfidentiality of suchinformation; or(iv) asmay otherwise berequired bylaw,providedthat theInvestor promptly notifies theCompanyof suchdisclosure andtakes reasonable steps to minimize theextent of any suchrequired disclosure.

5.Miscellaneous.

5.1Successors andAssigns. The rights under thisAgreement may be assigned(butonlywith allrelated obligations) by aHolder to atransferee ofRegistrable Securities that (i) is anAffiliate of aHolder; (ii) is aHolder’s Immediate Family Member ortrust for thebenefit of anindividual Holderorone ormore of suchHolder’s Immediate Family Members; or (iii) after suchtransfer, holds at least 50,000 sharesofRegistrable Securities (subject toappropriate adjustment for stocksplits, stock dividends, combinations, andother recapitalizations);provided,however, that(x) theCompanyis,within areasonable time after suchtransfer, furnished with written notice ofthe name and address ofsuch transferee and theRegistrable Securities with respect towhich such rightsarebeingtransferred; and (y) suchtransferee agrees in awritten instrument delivered to theCompanyto be bound byand subject to thetermsandconditions of thisAgreement, including the provisions ofSection 2.11. For the purposes ofdeterminingthenumber of shares ofRegistrable Securities held by atransferee, the holdings of atransferee(1)that isan Affiliate or stockholderof aHolder; (2)who is aHolder’s Immediate Family Member; or(3) that is atrust for thebenefit of anindividual Holderorsuch Holder’s Immediate Family Member shall be aggregated together andwith those of thetransferring Holder;provided further that alltransferees who would notqualify individually for assignment of rights shall have asingle attorney-in-fact for the purpose ofexercising any rights,receiving notices, ortaking anyaction under thisAgreement. The terms andconditionsof thisAgreement inure to thebenefitofand arebinding upon therespective successors and permitted assignees of theparties. Nothing in thisAgreement,express orimplied, isintended toconfer upon anyparty other than theparties hereto ortheir respective successorsandpermitted assignees any rights,remedies,obligations orliabilities under or byreasonof thisAgreement, exceptas expressly provided herein.

5.2Counterparts. This Agreement may be executed intwo(2)or more counterparts, each of whichshallbedeemedanoriginal, butallofwhichtogethershall constitute one andthe same instrument. Counterparts may be deliveredvia facsimile, electronic mail (including pdf or anyelectronic signature complying with the U.S. federal ESIGN Act of 2000,e.g.,www.docusign.com) or othertransmission method and anycounterpart sodeliveredshall bedeemed to have beenduly andvalidly delivered and bevalid andeffective for allpurposes.

5.3Titles andSubtitles. The titles andsubtitles used in thisAgreementarefor convenience only andare not tobe considered inconstruing orinterpreting this Agreement.

5.4Notices. All notices and other communications given ormadepursuant to thisAgreement shall be inwriting and shall be deemed effectively given uponthe earlier ofactual receipt or (i)personal delivery to the partytobenotified; (ii) when sent, if sent byelectronic mail orfacsimile during therecipient’s normal business hours,and if notsentduringnormal business hours, then on therecipient’snextbusiness day; (iii) five (5) daysafterhaving been sent byregistered orcertified mail, return receipt requested, postageprepaid; or (iv) one (1)businessdayafter the business day of depositwithanationally recognized overnight courier, freight prepaid, specifying next-daydelivery, with written verification of receipt.All communications shall be sent to therespective parties attheiraddressesas setforth onScheduleA hereto, or to theprincipal office of the Company and to theattention of theChief Executive Officer, inthe case ofthe Company, or tosuch email address, facsimile number, oraddress as subsequently modified bywritten notice given inaccordance with thisSection6.4.

5.5Amendments andWaivers. Any term of thisAgreement may beamendedand theobservance ofany term of thisAgreement may bewaived (either generallyor in aparticular instance, andeither retroactively orprospectively) onlywiththewritten consent of theCompany and the holders of amajority of theRegistrable Securities thenoutstanding;providedthattheCompany may in itssole discretion waive compliance withSection 2.12(c) (and theCompany’s failure toobject promptly inwriting after notificationof a proposedassignment allegedly in violation ofSection 2.12(c) shall bedeemed tobe awaiver);andprovidedfurther that anyprovision hereof may bewaived by anywaivingparty onsuch party’s own behalf, without the consentofany other party.Notwithstanding theforegoing,thisAgreement may not beamended orterminated and theobservance ofany termhereof may not bewaived with respect to anyInvestor without thewritten consent of suchInvestor, unless such amendment, termination, orwaiver applies toall Investors in thesamefashion.The Company shallgive promptnotice of anyamendment orterminationhereof orwaiver hereunder to any partyheretothat didnot consent inwriting to suchamendment, termination, or waiver. Any amendment, termination, orwaiver effected inaccordance with thisSection5.5shallbebinding on allparties hereto, regardless ofwhetheranysuch party has consented thereto. No waivers of orexceptionsto anyterm, condition, orprovisionofthis Agreement, in anyone ormore instances, shall bedeemed to beor construed as afurther orcontinuing waiver of any suchterm, condition, or provision.

5.6Severability. In case any one ormoreof the provisionscontained in thisAgreementisfor any reason held to beinvalid, illegal orunenforceable in anyrespect,suchinvalidity, illegality, orunenforceabilityshallnot affect any otherprovisionof thisAgreement, and suchinvalid, illegal, orunenforceable provision shall bereformedandconstrued so that itwill bevalid, legal, andenforceable tothe maximumextentpermitted bylaw.

5.7Aggregation ofStock. All shares of Registrable Securities heldor acquired byAffiliatesshall beaggregated together for the purpose ofdeterminingtheavailability of any rights under thisAgreementand suchAffiliated personsmay apportionsuch rightsas among themselves inany manner they deem appropriate.

5.8Additional Investors. Notwithstanding anything to thecontrary contained herein, if theCompany issuesadditional shares of theCompany’s Series BPreferred Stock after thedate hereof, anypurchaserofsuch shares ofSeries BPreferred Stock may become a party tothis Agreement byexecutinganddelivering an additional counterpart signature page tothis Agreement, and thereafter shall bedeemed an “Investor”forallpurposes hereunder. No action orconsentby theInvestors shall berequired forsuchjoinder tothis Agreement by suchadditional Investor, so longas suchadditional Investor hasagreed inwriting to be bound by all of theobligationsas an“Investor” hereunder.

5.9Entire Agreement. This Agreement (including anySchedulesandExhibits hereto) constitutes thefullandentire understanding andagreementamong theparties with respect to thesubject matter hereof, and any otherwritten or oralagreement relating tothe subject matter hereof existing between thepartiesisexpressly canceled.

5.10Governing Law, Etc. This Agreement and thetermsandconditions setforth herein, shallbegoverned by and construedsolelyandexclusively inaccordance with theinternal laws of theState of New York without regard to theconflicts oflaws principles thereof. The parties heretohereby expressly andirrevocably agree that any suit orproceeding arisingdirectlyorindirectly pursuant to orunder this Agreement shall be brought solelyin afederalorstate courtlocated in theCity, County andState ofNewYork.By itsexecution hereof, theparties hereto covenant andirrevocably submit to the in personamjurisdiction of thefederalandstate courtslocated in theCity, County andState ofNew York and agreethat anyprocess in anysuch actionmay be served upon any of them personally,or bycertified mailorregistered mail upon them ortheiragent,return receipt requested, with thesame full force and effect as ifpersonally serveduponthem inNew York, New York. The parties heretoexpresslyandirrevocably waive anyclaim that any suchjurisdiction is not aconvenientforumfor any suchsuit orproceedingand anydefense orlack of inpersonam jurisdiction with respect thereto. In theeventof any suchaction orproceeding, theparty prevailing therein shall beentitled to payment from the otherparties hereto ofallof itsreasonable counsel fees anddisbursements.

WAIVEROFJURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURYTRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OFTHIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIESORTHE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVERISINTENDED TO BE ALL-ENCOMPASSING OFANY AND ALL DISPUTES THAT MAY BEFILEDINANY COURT AND THAT RELATE TOTHE SUBJECT MATTER OFTHIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OFDUTY 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 SUBJECTTOANY 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.

5.11Delays orOmissions. No delay oromission toexercise any right,power, orremedy accruing to anyparty under this Agreement, upon anybreach or default of any otherparty underthis Agreement, shall impair anysuch right, power, orremedyof suchnonbreaching ornondefaulting party, norshall it beconstrued to be awaiver of oracquiescence to anysuch breachor default, or toany similar breach or default thereafter occurring, norshall anywaiverof any single breach ordefault bedeemeda waiver of any otherbreach ordefault theretofore orthereafter occurring. All remedies, whether underthis Agreement or by lawor otherwise afforded toanyparty,shall becumulative and notalternative.

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INWITNESS WHEREOF, the partieshave executed this Agreement as of the datefirst 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 NameofEntity:
	By (Signature):
	Date:
	Print Name:
	Print Title:

enVVeno Medical (NVNO) S-1/AIPO registration (amended)