Renovacor, Inc. (Form: 8-K, Received: 09/09/2021 17:17:40)

RENOVACOR, INC.

Dated: September 9, 2021

/s/ Magdalene Cook, M.D.

Magdalene Cook, M.D.

President, Chief Executive Officer and Director

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 2, 2021

Renovacor, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-39271

80-0948910

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

P.O. Box 8142

Greenwich, CT

06836

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (610) 424-2650

Chardan Healthcare Acquisition 2 Corp.

17 State Street, 21st Floor

New York, NY 10004

(646) 465-9000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	RCOR	NYSE American, LLC
Warrants to purchase one share of common stock at an exercise price of $11.50	RCOR.WS	NYSE American, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

Terms used in this Current Report on Form 8-K (this “Report”) but not defined herein, or for which definitions are not otherwise incorporated herein by reference, shall have the meaning given to such terms in the Proxy Statement (as defined below) in the section entitled “Frequently Used Terms” beginning on page 1 thereof, and such definitions are incorporated herein by reference.

The Business Combination

On September 1, 2021, Renovacor, Inc., formerly known as “Chardan Healthcare Acquisition 2 Corp.” (the “Company”), held a special meeting of its stockholders (the “Special Meeting”) at which the Company’s stockholders considered and adopted the proposals outlined in the definitive proxy statement/information statement dated August 4, 2021 (the “Proxy Statement”), and filed by the Company with the Securities and Exchange Commission (the “Commission”) on August 5, 2021.

On September 2, 2021 (the “Closing Date”), the Company consummated the previously announced business combination transaction contemplated by that certain Agreement and Plan of Merger, dated March 22, 2021 (the “Merger Agreement”), by and among the Company, CHAQ2 Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and Renovacor Holdings, Inc., formerly known as Renovacor, Inc. (“Old Renovacor”). Pursuant to the Merger Agreement, (i) Merger Sub merged with and into Old Renovacor, with Old Renovacor as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of the Company (the “Merger”) and (ii) the Company’s name was changed from Chardan Healthcare Acquisition 2 Corp. to Renovacor, Inc. The Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination.”

Item 1.01.

Entry Into A Material Definitive Agreement

Temple University Agreements

In August 2019, the Company entered into an exclusive license agreement (the “Temple License Agreement”) and a sponsored research agreement, as amended August 27, 2019 and August 18, 2021 (the “SRA”), each with Temple University (“Temple”). The Temple License Agreement is further described in the Proxy Statement in the section titled “Information about Renovacor—Intellectual Property—License Agreement with Temple,” beginning on page 207, which is incorporated herein by reference.

The Company further amended the SRA in August 2021, effective as of July 1, 2021 (the “2021 Amendment”), to, among other things, extend the period of performance, revise the scope of work and adjust the budget. Following the 2021 Amendment, the Company is now obligated to fund a total of up to approximately $5.3 million to Temple under the SRA in connection with certain research and development activities to be performed by Temple on behalf of the Company through June 30, 2024.

The foregoing description of the Temple License Agreement and the SRA are qualified in their entirety by the full text of the documents and all amendments, which have been filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4 and are incorporated herein by reference.

PIPE Financing (Private Placement)

Concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), including Chardan Healthcare Investments, LLC, an affiliate of the Company’s sponsor, Chardan Investments 2, LLC (the “Sponsor”), certain stockholders of Old Renovacor and certain institutional and accredited investors, pursuant to which, on the Closing Date, and concurrently with the closing of the Business Combination, the PIPE Investors purchased an aggregate of 2,284,776 shares of the Company’s common stock, par value $0.0001 per share (the “Company’s Common Stock”), at a price of $10.00 per share, and a pre-funded warrant entitling the holder thereof to purchase 715,224 shares of the Company’s Common Stock (the “Pre-Funded Warrant”) at an initial purchase price of $9.99 per share underlying the Pre-Funded Warrant, for aggregate gross proceeds of approximately $30.0 million, (the “PIPE Financing”). The Pre-Funded Warrant is immediately exercisable at an exercise price of $0.01 and is exercisable indefinitely, provided that the holder of the Pre-Funded Warrant is prohibited from exercising such Pre-Funded Warrant in an amount that would cause such holder’s beneficial ownership of the Company’s Common Stock to exceed 9.9%.

Registration Rights Agreement

On the Closing Date and in connection with the Business Combination, the Company, the Sponsor and certain stockholders of Old Renovacor entered into a registration rights agreement (the “Registration Rights Agreement”).

The Registration Rights Agreement provides for, among other things, the following registration rights:

•

Demand registration rights. At any time and from time to time when there is no valid registration statement in effect, the Company will be required, upon the written demand of the stockholders holding a majority of the registrable securities outstanding, to file a registration statement and effect the registration of all or part of their registrable securities. The Company will within 20 days of its receipt of the demand notify all holders of registrable securities of the demand, and each holder of registrable securities who wishes to include all or a portion of such stockholder’s registrable securities in the demand registration shall so notify the Company within five days after the receipt by the stockholder of the notice from the Company. The Company must effect any demand registration as soon as reasonably practicable, but in no event later than 60 days after receipt of such demand registration. The Company is not obligated to effect more than an aggregate of two demand registrations under the Registration Rights Agreement.

•

Shelf registration rights. Within 45 days after the Closing Date, the Company will be required to file a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”) or, if Rule 415 is not available, by such other means of distribution as the stockholders may reasonably specify. The shelf registration statement must be on Form S-1 and include a “Plan of Merger” in substantially the form as is attached to the Registration Rights Agreement. No stockholder may be named as an underwriter in the shelf registration statement without the stockholder’s prior written consent. The Company must use commercially reasonable best efforts to convert or replace the shelf registration statement with a registration statement on Form S-3 promptly following the confirmation that the Company becomes eligible to use Form S-3 for registrable securities. The Company must use commercially reasonable efforts to cause such registration statement to be declared effective as soon as practicable after the initial filing thereof. At any time the Company has an effective shelf registration statement with respect to stockholders holding a majority of the registrable securities outstanding, such stockholder may make a written request to effect a public offering, including pursuant to an underwritten shelf takedown, provided that such stockholder (a) reasonably expects the aggregate gross proceeds from the sale of the shares of stockholders holding a majority of the registrable securities outstanding to be in excess of $25,000,000 from such underwritten shelf takedown or (b) reasonably expects the offering to be in no event less than $10,000,000 in aggregate gross proceeds.

•

Piggyback registration rights. At any time after the Closing Date, if the Company proposes to file a registration statement to register any of its equity securities under the Securities Act or to conduct a public offering, either for its own account or for the account of any other person, subject to certain exceptions, the owners of registrable securities in the Company hold piggyback registration rights and are entitled to include their registrable securities in such registration statement.

•

Expenses and indemnification. All fees and expenses associated with each registration statement will be borne by the Company and underwriting discounts and selling commissions will be borne by the holders of the shares being registered. The Registration Rights Agreement contains customary cross-indemnification provisions, under which the Company is obligated to indemnify holders of registrable securities in the event of material misstatements or omissions in the registration statement attributable to the Company, and holders of registrable securities are obligated to indemnify the Company for material misstatements or omissions attributable to them.

Registrable securities. Securities of the Company shall cease to be registrable securities when a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration statement, such securities shall have been otherwise transferred, new certificates or book entry positions for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act, such securities shall have ceased to be outstanding, such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction, or with respect to a stockholder, when all such securities held by such stockholder could be sold without restriction on volume or manner of sale in any three-month period without registration under Rule 144.

The foregoing summary of specific terms of the Registration Rights Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is included as Exhibit 10.6 hereto, and incorporated herein by reference.

Indemnification Agreements

On the Closing Date and in connection with the Business Combination, the Company entered into indemnification agreements with each of its directors and executive officers. Each indemnification agreement provides for indemnification and advancements by the Company of certain expenses and costs relating to claims, suits or proceedings arising from each individual’s service to the Company as an officer or director, as applicable, to the maximum extent permitted by applicable law.

The foregoing description of the indemnification agreements is qualified in its entirety by the full text of the form of indemnification agreement, which has been filed herewith as Exhibit 10.10 and incorporated herein by reference.

Item 2.01.

Completion of Acquisition or Disposition of Assets

The disclosure set forth in the “Introductory Note” above is incorporated herein by reference into this Item 2.01.

At the effective time of the Business Combination (the “Effective Time”), an aggregate of approximately 6,500,000 shares of the Company’s Common Stock and Exchanged Options (as defined below) were issued to securityholders of Old Renovacor as of immediately prior to the Effective Time in respect of all of the equity interests of Old Renovacor (the “Aggregate Merger Consideration”). Out of the Aggregate Merger Consideration, each holder of preferred stock of Old Renovacor, par value $0.0001 per share (the “Old Renovacor Preferred Stock”), received a number of shares of the Company’s Common Stock equal to the Preferred Per Share Merger Consideration (as defined in the Merger Agreement) with respect to such holder’s shares of Old Renovacor Preferred Stock. Each holder of common stock of Old Renovacor, par value $0.0001 per share (the “Old Renovacor Common Stock”, and together with the Old Renovacor Preferred Stock, the “Old Renovacor Capital Stock”), received a number of shares of the Company’s Common Stock equal to the Common Per Share Merger Consideration (as defined in the Merger Agreement) with respect to such holder’s shares of Old Renovacor Common Stock.

In addition, each option to purchase shares of Old Renovacor Common Stock (each, an “Old Renovacor Option” and together, the “Old Renovacor Options”) outstanding as of immediately prior to the Effective Time was converted into an option to purchase a number of shares of the Company’s Common Stock (rounded down to the nearest whole number) equal to the product of the number of shares of Old Renovacor Common Stock subject to such Old Renovacor Option and the Common Per Share Merger Consideration (an “Exchanged Option”), with such Exchanged Options subject to the same vesting terms applicable to the Old Renovacor Option as of immediately prior to the Effective Time.

Holders of Old Renovacor Capital Stock and Old Renovacor Options are also entitled to the contingent right to receive up to 2,000,000 shares of the Company’s Common Stock in the aggregate (“Earnout Consideration”) as follows:

•

The Company will issue 600,000 shares of the Earnout Consideration, in the aggregate, if at any time during the period beginning on the Closing Date and ending on December 31, 2023 (the “First Earnout Period”), the VWAP (as defined in the Merger Agreement) of the Company’s Common Stock over any twenty (20) Trading Days (as defined in the Merger Agreement) (which may or may not be consecutive) within any thirty (30) consecutive Trading Day period is greater than or equal to $17.50 per share of the Company’s Common Stock (the “First Milestone”).

•

The Company will issue an additional 600,000 shares of the Earnout Consideration, in the aggregate, if at any time during the period beginning on the Closing Date and ending on December 31, 2025 (the “Second Earnout Period”), the VWAP of the Company’s Common Stock over any twenty (20) Trading Days (which may or may not be consecutive) within any thirty (30) consecutive Trading Day period is greater than or equal to $25.00 per share of the Company’s Common Stock (the “Second Milestone”).

•

The Company will issue an additional 800,000 shares of the Earnout Consideration, in the aggregate, if at any time during the period beginning on the Closing Date and ending on December 31, 2027 (the “Third Earnout Period” and together with the First Earnout Period and the Second Earnout Period, each, an “Earnout Period” and collectively, the “Earnout Periods”), the VWAP of the Company’s Common Stock over any twenty (20) Trading Days (which may or may not be consecutive) within any thirty (30) consecutive Trading Day period is greater than or equal to $35.00 per share of the Company’s Common Stock (the “Third Milestone” and together with the First Milestone and the Second Milestone, the “Earnout Milestones”).

•

Upon the consummation of any Change in Control (as defined in the Merger Agreement) during any Earnout Period, any Earnout Milestone with respect to such Earnout Period that has not yet been achieved shall automatically be deemed to have been achieved regardless of the valuation of the Company’s Common Stock in such Change in Control transaction and the Company will take all actions necessary to provide for the issuance of the shares of the Company’s Common Stock comprising the applicable Earnout Consideration issuable in respect of such Earnout Milestone(s) prior to the consummation of such Change in Control.

Each holder of Old Renovacor Capital Stock will be entitled to such holder’s aggregate Per Share Earnout Consideration (as defined in the Merger Agreement) in respect of such shares of Old Renovacor Capital Stock. In addition, at the Effective Time, holders of Old Renovacor Options will be entitled to receive an Earnout RSU Award (as defined in the Merger Agreement) in respect of such holder’s Old Renovacor Options, which will entitle such holder to an aggregate number of shares of the Company’s Common Stock equal to the aggregate Per Share Earnout Consideration in respect of the shares of Old Renovacor Capital Stock underlying such Old Renovacor Options, if any, subject to the satisfaction of the applicable vesting conditions with respect to the Exchanged Options issued in respect of such Old Renovacor Options at the Effective Time. The settlement and payment of the Earnout RSU Awards will occur simultaneously with the issuance of the Per Share Earnout Consideration to holders of Old Renovacor Capital Stock.

In addition, pursuant to that certain Sponsor Support Agreement, dated as of March 22, 2021 (the “Sponsor Support Agreement”), by and between the Company and the Sponsor, the Sponsor agreed that 500,000 shares of the Company’s Common Stock beneficially owned by the Sponsor immediately following the Closing (representing a portion of the shares of the Company’s Common Stock that were placed into escrow by the Sponsor and certain other Sponsor insiders in connection with the Company’s initial public offering) (collectively, the “Sponsor Earn-Out Shares”) will be subject to the vesting and forfeiture provisions set forth below:

•

If the Company achieves the First Milestone during the First Earnout Period, 150,000 Sponsor Earnout Shares shall vest and be released to the Sponsor and shall otherwise be forfeited to the Company for cancellation.

•

If the Company achieves the Second Milestone during the Second Earnout Period, 150,000 Sponsor Earnout Shares shall vest and be released to the Sponsor and shall otherwise be forfeited to the Company for cancellation.

•

If the Company achieves the Third Milestone during the Third Earnout Period, 200,000 Sponsor Earnout Shares shall vest and be released to the Sponsor and shall otherwise be forfeited to the Company for cancellation.

•

Upon consummation of any Change in Control (as defined in the Merger Agreement) during any Earnout Period, any Earnout Milestone with respect to such Earnout Period that has not yet been achieved shall automatically be deemed to have been achieved regardless of the valuation of the Company’s Common Stock in such Change in Control transaction and the applicable portion of the Sponsor Earn-Out Shares shall vest and be released to the Sponsor prior to the consummation of such Change in Control. If any Earnout Milestones are not achieved during the applicable Earnout Period (and a Change in Control does not take place during such Earnout Period), the applicable portion of the Sponsor Earnout Shares will be forfeited to the Company for cancellation.

On September 3, 2021, the Company’s Common Stock and warrants began trading on the New York Stock Exchange under the symbol “RCOR” and “RCOR.WS”, respectively. The Company’s Common Stock is represented by a new CUSIP number, 75989E 106, and the warrants are represented by a new CUSIP number, 75989E 114.

The foregoing description of the Business Combination, the Merger Agreement and the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is included as Exhibit 2.1 hereto, and the Sponsor Support Agreement, a copy of which is included as Exhibit 2.2 hereto, and each of which is incorporated herein by reference.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K provides that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as the Company was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Business Combination, and as discussed below in Item 5.06 of this Report, the Company has ceased to be a shell company. Accordingly, the Company is providing the information below that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Cautionary Note Regarding Forward-Looking Statements

This Report and any documents incorporated herein by reference may include statements that express the Company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” for purposes of the federal securities laws. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Report and any documents incorporated herein by reference and include statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, the results and benefits of the Business Combination, including results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which the Company operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting the Company.

Factors that may impact such forward-looking statements include:

•

the Company’s ability to maintain the listing of the Company’s Common Stock and warrants on the New York Stock Exchange (“NYSE”) following the Business Combination and operate as a public company;

•

the Company’s ability to recognize the anticipated benefits of the Business Combination;

•

the Company’s ability to raise additional capital to fund its operations and continue the development of its current and future product candidates;

•

the accuracy of the Company’s projections and estimates regarding its expenses, capital requirements, cash utilization, and need for additional financing;

•

the initiation, progress, success, cost, and timing of the Company’s development activities, preclinical studies and future clinical trials;

•

the timing, scope and likelihood of regulatory filings and approvals, including final regulatory approval of the Company’s product candidates;

•

the preclinical nature of the Company’s business and its ability to successfully advance current and future product candidates through development activities, preclinical studies, and clinical trials;

•

the timing of the Company’s future Investigational New Drug (“IND”) applications and the likelihood of, and the Company’s ability to obtain and maintain, regulatory clearance of such IND applications for its product candidates;

•

the novelty of the Company’s approach to the treatment of BAG3-associated dilated cardiomyopathy (“DCM”), utilizing adeno-associated virus (“AAV”) BAG3-based gene therapies to target BAG3 mutations, and the challenges the Company will face due to the novel nature of such technology;

•

the Company’s dependence on the success of its product candidates, in particular REN-001;

•

the potential scope and value of the Company’s intellectual property and proprietary rights;

•

the Company’s ability, and the ability of its licensors, to obtain, maintain, defend, and enforce intellectual property and proprietary rights protecting its product candidates, and the Company’s ability to develop and commercialize its product candidates without infringing, misappropriating, or otherwise violating the intellectual property or proprietary rights of third parties;

•

the success of competing therapies that are or become available;

•

regulatory developments and approval pathways in the United States and foreign countries for the Company’s product candidates;

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the performance of third parties in connection with the development of the Company’s product candidates, including third parties conducting its future clinical trials as well as third-party suppliers and manufacturers;

•

the Company’s ability to attract and retain strategic collaborators with development, regulatory, and commercialization expertise;

•

the extent to which COVID-19 and variants thereof, such as the delta variant, and measures taken to contain its spread ultimately impact the Company’s business, including development activities, preclinical studies, and future clinical trials;

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the public opinion and scrutiny of AAV/BAG3-based gene therapies for the treatment of heart failure and its potential impact on public perception of the Company’s products and product candidates;

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the Company’s ability to successfully commercialize its product candidates and develop sales and marketing capabilities, if the Company’s product candidates are approved;

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the Company’s ability to generate revenue from future product sales and its ability to achieve and maintain profitability;

•

the size and growth of the potential markets for the Company’s product candidates and the Company’s ability to serve those markets;

•

changes in applicable laws or regulations;

•

the Company’s ability to recruit and retain key members of management and other clinical and scientific personnel;

•

the possibility that the Company may be adversely impacted by other economic, business, and/or competitive factors; and

•

other risks and uncertainties indicated in the Proxy Statement, including those under the heading “Risk Factors” beginning on page 44, and other filings that have been made or will be made with the Commission by the Company.

The forward-looking statements contained in this Report are based on the Company’s current expectations and beliefs concerning future developments. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the Proxy Statement under the heading “Risk Factors” beginning on page 44, and other filings that have been made or will be made with the Commission by the Company. The Company will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Business Description

The Company’s business is described in the Proxy Statement in the section titled “Information About Renovacor” beginning on page 192, which is incorporated herein by reference.

Intellectual Property

The Company’s intellectual property is described in the Proxy Statement in the section titled “Information about Renovacor—Intellectual Property” beginning on page 206, which is incorporated herein by reference.

Risk Factors

The risk factors related to the Company’s business and operations, the ownership of the Company’s securities and the Business Combination are described in the Proxy Statement in the section titled “Risk Factors” beginning on page 44, which is incorporated herein by reference.

Financial Information

The audited financial statements of the Company, prior to the Business Combination, as of and for the years ended December 31, 2020 and 2019 are included in the Proxy Statement beginning on page F-2 and are incorporated herein by reference. The unaudited condensed financial statements as of and for the three and six months ended June 30, 2021 and 2020 for Chardan Healthcare Acquisition 2 Corp. are included in the Quarterly Report on Form 10-Q filed with the Commission on August 16, 2021, and are incorporated herein by reference.

The audited financial statements of Old Renovacor as of and for the years ended December 31, 2020 and 2019 are included in the Proxy Statement beginning on page F-37 and are incorporated herein by reference. The unaudited condensed financial statements of Old Renovacor as of June 30, 2021 and 2020 and for the six months ended June 30, 2021 and 2020 are included in Exhibit 99.2 hereto and are incorporated herein by reference.

The unaudited pro forma condensed combined financial information of the Company, as of and for the six months ended June 30, 2021 and as of and for the year ended December 31, 2020 are set forth in Exhibit 99.3 hereto and are incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Reference is made to the disclosure contained in the Proxy Statement in the sections titled “Renovacor’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 258 and “Chardan’s Management’s Discussion and Analysis of Results of Financial Condition and Results of Operations” beginning on page 188, each of which are incorporated herein by reference, as well as “Renovacor’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to the six months ended June 30, 2021 and 2020, which is attached hereto as Exhibit 99.1, and incorporated herein by reference.

Quantitative and Qualitative Disclosures about Market Risk

Reference is made to the disclosure contained in the Proxy Statement in the sections titled “Renovacor’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Qualitative and Quantitative Disclosures About Market Risk” beginning on page 266, which is incorporated herein by reference. As of June 30, 2021, there have been no material changes to the Company’s market risks as disclosed in such section.

Properties

The Company’s properties are described in the Proxy Statement in the section titled “Information about Renovacor—Facilities” beginning on page 221, which is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of the Company’s Common Stock immediately following consummation of the Business Combination and the PIPE Financing by:

•

each person known by us to be the beneficial owner of more than 5% of the Company’s outstanding Common Stock immediately following the consummation of the Business Combination and the PIPE Financing;

•

each of the Company’s executive officers and directors; and

•

all of the Company’s executive officers and directors as a group after the consummation of the Business Combination and the PIPE Financing.

Beneficial ownership is determined according to the rules of the Commission, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual or entity has the right to acquire, such as through the exercise of warrants or stock options or the vesting of restricted stock units, within 60 days of the Closing Date. Shares subject to warrants or options that are currently exercisable or exercisable within 60 days of the Closing Date or subject to restricted stock units that vest within 60 days of the Closing Date are considered outstanding and beneficially owned by the person holding such warrants, options or restricted stock units for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as noted by footnote, and subject to community property laws where applicable, based on the information provided to the Company, the Company believes that the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. Unless otherwise noted, the business address of each of the Company’s directors and executive officers is c/o Renovacor, Inc., P.O. Box 8142, Greenwich, CT 06836. The percentage of beneficial ownership is calculated based on 16,756,042 shares of Common Stock outstanding immediately following consummation of the Business Combination and PIPE Financing but excludes the Sponsor Earn-Out Shares and does not give effect to the exercise of the pre-funded warrants issued in the PIPE Financing.


Name and Address of Beneficial Owner⁽¹⁾	Number of Shares		%
Five Percent Holders:
Acorn Bioventures, L.P. ⁽²⁾		1,658,848		9.9	%
Arthur Feldman, M.D. ⁽³⁾		1,004,433		6.0	%
Broadview Ventures I LLC ⁽⁴⁾		974,529		5.8	%
Chardan Investments 2, LLC ⁽⁵⁾		1,605,661		9.6	%
Innogest Capital ⁽⁶⁾		984,546		5.9	%
RTW Investments, LP ⁽⁷⁾		2,362,540		14.1	%
South Ocean Capital Management LLC ⁽⁸⁾		900,000		5.4	%
Directors and Executive Officers:
Magdalene Cook, M.D. ⁽⁹⁾		451,448		2.6	%
Wendy DiCicco		—			*
Matthew Killeen, Ph.D.		—			*
Marc Semigran, M.D.		—			*
Gbola Amusa, M.D.		—			*
Edward J. Benz, Jr., M.D. ⁽¹⁰⁾		3,963			*
Gregory F. Covino		—			*
Jonas Grossman, MBA ⁽¹¹⁾		1,605,661		9.6	%
Joan Lau, Ph.D.		—			*
Thomas Needham, MBA		—			*
All Directors and Executive Officers as a group (ten individuals)		2,061,072		12.3	%

*	Less than 1.0%.

(1)	Unless otherwise indicated, the business address of each of the directors and officers is c/o Renovacor, Inc., P.O. Box 8142, Greenwich, CT 06836.

(2)

Includes 1,302,842 shares of the Company’s Common Stock issued as a portion of the Aggregate Merger Consideration and/or pursuant to the Company’s Investor Incentive Plan and 356,006 shares of the Company’s Common Stock issued in the PIPE Financing. Excludes 715,224 shares of the Company’s Common Stock underlying Pre-Funded Warrants issued in the PIPE Financing that are not currently exercisable based on the 9.9% beneficial ownership limitation. Isaac Manke, a director of the board of directors of Chardan Healthcare Acquisition 2 Corp. prior to the Business Combination, is a member of the General Partner of the Limited Partnership that directly holds shares by Acorn Bioventures, and as such, may be deemed to share voting and investment power with respect to such shares. Mr. Manke disclaims beneficial ownership with regard to such shares, except to the extent of his proportionate pecuniary interest therein. The address for the reporting persons is 420 Lexington Avenue, Suite 2626, New York, New York 10170.

(3)	Includes 994,433 shares of the Company’s Common Stock issued as a portion of the Aggregate Merger Consideration and/or pursuant to the Company’s Investor Incentive Plan and 10,000 shares of the Company’s Common Stock issued in the PIPE Financing.

(4)

Includes 443,823 shares of the Company’s Common Stock issued to Broadview Ventures I LLC and 204,936 shares issued to Longview Healthcare Ventures, LLC, an affiliate of Broadview Ventures I LLC, as a portion of the Aggregate Merger Consideration and/or pursuant to the Company’s Investor Incentive Plan and 325,770 shares issued in the PIPE Financing to Longview Healthcare Ventures, LLC, an affiliate of Broadview Ventures I LLC. The address for the reporting persons is Goodman’s Bay Corporate Center, West Bay Street, P.O. Box N-3933, Nassau, Bahamas.

(5)

Excludes 500,000 shares of the Company’s Common Stock being held in escrow and subject to vesting or forfeiture based on satisfaction of the Earnout Milestones set forth in that certain Sponsor Support Agreement. The address for the reporting persons is c/o Chardan Healthcare Acquisition 2 Corp., 17 State Street, 21st Floor, New York, NY 10004.

(6)

Includes shares of the Company’s Common Stock held by the following affiliates of Innogest Capital: (i) 437,120 shares of the Company’s Common Stock issued as a portion of the Aggregate Merger Consideration and/or pursuant to the Company’s Investor Incentive Plan and 194,953 shares of the Company’s Common Stock issued in the PIPE Financing to Renovaholding S.r.l.; (ii) 220,949 shares of the Company’s Common Stock issued as a portion of the Aggregate Merger Consideration and/or pursuant to the Company’s Investor Incentive Plan and 85,147 shares of the Company’s Common Stock issued in the PIPE Financing to Elysia Capital; and (iii) 33,477 shares of the Company’s Common Stock issued as a portion of the Aggregate Merger Consideration and/or pursuant to the Company’s Investor Incentive Plan and 12,900 shares of the Company’s Common Stock issued in the PIPE Financing to Francisco Loredan. The address for the reporting persons is c/o Renovaholding S.r.l., Via Locatelli 2, 20124 Milan, Italy.

(7)	Information is based on publicly reported holdings as of the date of the most recently filed Schedule 13G, as filed with the Commission on September 7, 2021 by RTW Investments, LP. The address for the reporting persons is RTW Investments, 40 10th Avenue, Floor 7, New York, NY 10014.

(8)

Information is based on publicly reported holdings as of the date of the most recently filed Schedule 13G, as filed with the Commission on May 5, 2020 by South Ocean Capital Management, LLC. The address for the reporting persons is c/o South Ocean Capital Management, LLC, 255 Via Palacio, Palm Beach Gardens, FL 33418.

(9)	Includes 401,448 shares of the Company’s Common Stock issued as a portion of the Aggregate Merger Consideration and/or pursuant to the Company’s Investor Incentive Plan and 50,000 shares of the Company’s Common Stock issued in the PIPE Financing.

(10)	Includes stock options to purchase 3,963 shares of the Company’s Common Stock that may be exercised within 60 days of September 2, 2021.

(11)	Consists of shares of commons stock owned by Chardan Investments 2, LLC for which Jonas Grossman is the managing member. The address for the reporting persons is c/o Chardan Healthcare Acquisition 2 Corp., 17 State Street, 21st Floor, New York, NY 10004.

Directors and Executive Officers

In connection with the Business Combination and pursuant to the Merger Agreement, at the Effective Time, the following individuals were appointed to serve as executive officers and directors of the Company:


Name⁽¹⁾	Age	Position
Executive officers:
Magdalene Cook, M.D.	47	President, Chief Executive Officer and Director
Wendy DiCicco	53	Interim Chief Financial Officer
Marc Semigran, M.D.	64	Chief Medical Officer
Matthew Killeen, Ph.D.	39	Chief Scientific Officer

Non-employee directors:
Gbola Amusa, M.D.	47	Director
Edward J. Benz, Jr., M.D.	75	Director
Gregory F. Covino	56	Director
Jonas Grossman, MBA	47	Director
Joan Lau, Ph.D.	51	Director
Thomas Needham, MBA	57	Director

Executive Compensation

Compensation of Directors and Executive Officers

Prior to the Business Combination, no executive officer or director had received any cash compensation for services rendered to the Company. A description of the compensation of the directors and named executive officers of Old Renovacor prior to the Business Combination and the compensation of the directors and executive officers of the Company after the consummation of the Business Combination is set forth in the Proxy Statement in the section titled “Executive Compensation of Renovacor” beginning on page 234, which is incorporated herein by reference.

Executive Employment Agreements

The Company is party to employment agreements with Magdalene Cook, M.D., its President and Chief Executive Officer, Marc Semigran, M.D., its Chief Medical Officer and Matthew Killeen, Ph.D., its Chief Scientific Officer. The Company is party to a consulting agreement with Danforth Advisors LLC, which includes the employment of Ms. DiCicco as the Company’s interim Chief Financial Officer. A description of the material terms of the employment agreements of Dr. Cook and Dr. Semigran are described in the Proxy Statement in the section entitled “Executive Compensation of Renovacor—New Renovacor Executive Officer and Director Compensation” beginning on page 237, which is incorporated herein by reference. A description of the material terms of the consulting agreement with Danforth Advisors LLC is described in the Proxy Statement in the section entitled “Executive Compensation of Renovacor—Consulting Agreement with Danforth” beginning on page 236, which is incorporated herein by reference.

Interim CFO Retention Bonus and Option Award Letter

In connection with the Business Combination, the Board approved the entry into that certain Retention Bonus and Option Award Letter, dated as of September 3, 2021 (the “Transaction Bonus Agreement”), pursuant to which Ms. DiCicco, the Company’s interim Chief Financial Officer, received a special retention bonus in the aggregate amount of $150,000, comprised of (i) $37,500 in cash and (ii) a nonqualified stock option award under the 2021 Plan with a grant date fair value of $112,500, with such bonus vesting in two equal installments on the first day of the seventh month after the Closing Date and the first anniversary of the Closing Date, provided Ms. DiCicco remains in continued service to the Company as its interim Chief Financial Officer. The options were granted on September 3, 2021, are with respect to a total of 14,553 shares of the Company’s Common Stock, have an exercise price equal to the closing price of the Company’s Common Stock on the grant date ($7.73 per share), and will expire on the 10^th anniversary of the grant date (or earlier in case of termination of service).

CSO Employment Agreement with Dr. Killeen

In connection with Dr. Killeen’s appointment as Chief Scientific Officer, the Company entered into an employment agreement, effective September 1, 2021, with Dr. Killeen (the “Killeen Employment Agreement”). Pursuant to the Killeen Employment Agreement, Dr. Killeen is entitled to a base salary of $400,000 per year with an annual bonus target set at 40% of his base salary and will receive, within 60 days after the effective date of the Killeen Employment Agreement, a sign-on bonus in the amount of $200,000. In addition, as of September 3, 2021, Dr. Killeen received a sign-on grant of stock options under the 2021 Plan with respect to a total of 194,049 shares of the Company’s Common Stock (with a grant date fair value of approximately $1,500,000), of which 25% will vest six months after the effective date of the Killeen Employment Agreement, and the remaining 75% will vest in equal monthly tranches over the following 42 months, in each case subject to Dr. Killeen’s continued service with the Company through the applicable vesting date. The options have an exercise price equal to the closing price of the Company’s Common Stock on the grant date ($7.73 per share), and will expire on the 10th anniversary of the grant date (or earlier in case of termination of service).

In the event of a termination of Dr. Killeen’s employment for any or no reason, the Company shall pay to Dr. Killeen certain accrued obligations as follows: (i) the base salary for the final payroll period of his employment, through the date his employment terminates, including any accrued but unused vacation time, and (ii) reimbursement for business expenses incurred but not yet paid as of the date Dr. Killeen’s employment terminates, subject to certain limitations set forth in the Killeen Employment Agreement.

In the event of a termination by the Company without Cause (as defined in the Killeen Employment Agreement), or if he resigns from employment with Good Reason (as those terms are defined in the Killeen Employment Agreement), the Company shall pay or provide severance to Dr. Killeen, in addition to the payments mentioned above: (i) the base salary for a period of twelve (12) months following the date of termination; (ii) a cash bonus for the year of termination equal to the target bonus for the year, prorated based on the number of days in the year through the termination date; and (iii) a cash lump-sum payment equal to twelve (12) times the amount of one month of COBRA premiums based on the terms of Company’s group health plan and the Dr. Killeen’s coverage under such plan as of the termination date (regardless of any COBRA election actually made by Dr. Killeen or the actual COBRA coverage period under the Company’s group health plan).

The Killeen Employment Agreement contains customary non-competition and non-solicitation covenants that continue for twelve (12) months following any cessation of the executive’s employment, as well as customary confidentiality, work-product and indemnification provisions.

The description of the Killeen Employment Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the complete text of the respective Killeen Employment Agreement, a copy of which is attached to this Report as Exhibit 10.14, and is incorporated herein by reference.

Executive Officers

Magdalene Cook, M.D. The biographical information of Magdalene Cook, M.D., the Company’s President, Chief Executive Officer and Director is described in the Proxy Statement in the section titled “Management of Renovacor-Executive Officers and Directors” beginning on page 222, which is incorporated herein by reference.

Wendy DiCicco. The biographical information of Wendy DiCicco, the Company’s Interim Chief Financial Officer is described in the Proxy Statement in the section titled “Management of Renovacor-Executive Officers and Directors” beginning on page 222, which is incorporated herein by reference.

Marc Semigran, M.D. The biographical information of Marc Semigran, M.D., the Company’s Chief Medical Officer is described in the Proxy Statement in the section titled “Management of Renovacor-Executive Officers and Directors” beginning on page 222, which is incorporated herein by reference.

Matthew Killeen, Ph.D. Dr. Killeen, PhD, was appointed as the Company’s Chief Scientific Officer in September 2021. Prior to joining the Company, Dr. Killeen served as the Head of Cardiovascular Research and Therapeutics at BioMarin Pharmaceutical, prior to which he served as the Senior Director of Business Strategic and Portfolio Insights and a Director of Portfolio Strategy and Competitive Intelligence. During his time at BioMarin from February 2015 through April 2021, he led the discovery and development of AAV-based gene therapies for genetic cardiac diseases, founded the Cardiovascular Therapeutic Area and scaled it into a dedicated R&D unit, built a pipeline of programs and forged multiple R&D partnerships across industry and academia. Dr. Killeen also served as a Senior Equity Research Analyst for Biotechnology at the Cutler Group from April 2017 to October 2017, during which time he was not associated with BioMarin Pharmaceutical. Prior to BioMarin, Dr. Killeen led efforts to support the commercialization and launch of new therapies for multiple sclerosis at Biogen. He also advised pharmaceutical companies on R&D and commercialization strategies for multiple pipeline therapies for cardiovascular diseases at Clarivate, formerly Decision Recourses Group.

Dr. Killeen was a Research Fellow at Harvard Medical School and Massachusetts General Hospital in the laboratory of Calum MacRae, focusing on the disease biology of common and rare heart diseases. He is currently a member of the Board of Directors for the Sudden Cardiac Arrest Foundation, a 501(c)(3) organization, and has been elected a Fellow of the Royal Society of Biology (FRSB) and a Fellow of the American College of Cardiology (FACC). He has published over 20 peer-reviewed papers on a wide range of topics spanning genetic heart diseases and cardiac electrophysiology, and authored a textbook on the role of cardiac electrophysiology in pharmaceutical R&D. Dr. Killeen received a Bachelor of Science degree in pharmacology from the University of Leeds and his Ph.D. in cardiac electrophysiology from the University of Cambridge.

Non-Employee Directors

Gbola Amusa, M.D. The biographical information of Gbola Amusa, M.D., a member of the Company’s board of directors (the “Board”) is described in the Proxy Statement in the section titled “Other Information Related to Chardan — Management, Directors and Executive Officers” beginning on page 180, which is incorporated herein by reference.

Edward J. Benz, Jr., M.D. The biographical information of Edward J. Benz, Jr., M.D., a member of the Company’s Board is described in the Proxy Statement in the section titled “Management of Renovacor-Executive Officers and Directors” beginning on page 222, which is incorporated herein by reference.

Gregory F. Covino. The biographical information of Gregory F. Covino, a member of the Company’s Board is described in the Proxy Statement in the section titled “Management of New Renovacor after the Business Combination-Executive Officers and Directors” beginning on page 226, which is incorporated herein by reference.

Jonas Grossman, MBA. The biographical information of Jonas Grossman, MBA, a member of the Company’s Board is described in the Proxy Statement in the section titled “Other Information Related to Chardan — Management, Directors and Executive Officers” beginning on page 180, which is incorporated herein by reference, which is incorporated herein by reference.

Joan Lau, Ph.D. The biographical information of Joan Lau, Ph.D., a member of the Company’s Board is described in the Proxy Statement in the section titled “Management of New Renovacor after the Business Combination-Executive Officers and Directors” beginning on page 226, which is incorporated herein by reference.

Thomas Needham, MBA. The biographical information of Thomas Needham, MBA, a member of the Company’s Board is described in the Proxy Statement in the section titled “Management of Renovacor-Executive Officers and Directors” beginning on page 222, which is incorporated herein by reference, which is incorporated herein by reference.

Classified Board of Directors

Jonas Grossman, MBA, Gbola Amusa, M.D. and Edward J. Benz, Jr., M.D. will serve as Class I directors, and their terms will expire at the 2022 annual meeting of stockholders. Joan Lau, Ph.D. and Thomas Needham, MBA will serve as Class II directors, and their terms will expire at the 2023 annual meeting of stockholders. Magdalene Cook, M.D. and Gregory F. Covino will serve as Class III directors, and their terms will expire at the 2024 annual meeting of stockholders.

Additional information with respect to the classification of the Company’s directors is described in the Proxy Statement in the section titled “Management of New Renovacor After the Business Combination — Classified Board of Directors” beginning on page 228, which is incorporated herein by reference.

Independence of the Board of Directors

The Board has determined that Gbola Amusa, M.D., Edward J. Benz, Jr., M.D., Gregory F. Covino, Jonas Grossman, MBA, Joan Lau, Ph.D., and Thomas Needham, MBA, representing six of Company’s seven directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under the NYSE Listed Company Manual. In making these determinations, the Board considers the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances that the Board deems relevant in determining their independence, including the beneficial ownership of the Company’s securities by each non-employee director and the related party transactions between each director and the Company.

Additional information with respect to the independence of the Company’s directors is described in the Proxy Statement in the section titled “Management of New Renovacor After the Business Combination —Director Independence” beginning on page 229, which is incorporated herein by reference.

Committees of the Board of Directors

Audit Committee. The members of the Company’s audit committee are Gbola Amusa, M.D., Gregory F. Covino and Jonas Grossman, MBA, with Gregory F. Covino serving as the chairperson. The Board has determined that each of Gbola Amusa, M.D., Jonas Grossman, MBA and Gregory F. Covino are an audit committee financial expert within the meaning of Item 407(d)(5) of Regulation S-K under the Securities Act.

Compensation Committee. The members of the Company’s compensation committee are Gregory F. Covino, Jonas Grossman, MBA and Thomas Needham, MBA, with Jonas Grossman, MBA serving as the chairperson.

Nominating and Corporate Governance Committee. The members of the Company’s nominating and corporate governance committee are Edward J. Benz, Jr., M.D., Joan Lau, Ph.D. and Thomas Needham, MBA, with Edward J.Benz, Jr. serving as the chairperson.

Additional information with respect to the committees of the Board is described in the Proxy Statement in the section titled “Management of New Renovacor After the Business Combination —Board Committees” beginning on page 229, which is incorporated herein by reference.

Director Compensation

In connection with the Business Combination, on September 2, 2021, the Board considered and adopted a new non-employee director compensation policy, pursuant to which each non-employee director will receive cash consideration for Board service of $35,000 per year with an additional $30,000 in cash consideration for the non-executive chair of the Board. Such directors will receive an additional annual cash consideration for service as the chair of the audit committee, compensation committee and nominating and corporate governance committee of the Board in the amount of $15,000, $10,000 and $8,000, respectively, and an annual cash consideration for service as a member of the audit committee, compensation committee and nominating and corporate governance committee of the Board in the amount of $7,500, $5,000 and $4,000, respectively. Each new non-employee director, upon the commencement of their director service, will receive an initial grant of 24,000 options to purchase the Company’s Common Stock for his or her service on the Board; and each non-employee director will receive annual grants of 12,000 options to purchase the Company’s Common Stock.

Upon the closing of the Business Combination, and pursuant to the Company’s non-employee director compensation policy, each non-employee director, including Gbola Amusa, M.D., Edward J. Benz, Jr., M.D., Gregory F. Covino, Jonas Grossman, MBA, Joan Lau, Ph.D. and Thomas Needham, MBA, received options to purchase 24,000 shares of the Company’s Common Stock with an exercise price of $7.73, of which 25% will vest and become exercisable on the first anniversary of the grant and the remainder will vest and become exercisable in 36 equal monthly installments of 2.083% of such equity grant per month through the fourth anniversary of the grant date. The options will expire on the 10^th anniversary of the grant date (or earlier in case of termination of service).

Related Party Transactions

The Company’s related party transactions are described in the Proxy Statement in the section titled “Certain Relationships and Related Person Transactions” beginning on page 278, which is incorporated herein by reference.

Legal Proceedings

The Company’s legal proceedings are described in the Proxy Statement in the section titled “Information about Renovacor—Legal Proceedings” beginning on page 221, which is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

On September 3, 2021, the Company’s Common Stock and warrants began trading on the New York Stock Exchange under the symbol “RCOR” and “RCOR.WS”, respectively. As of immediately after the Closing Date, there were approximately 27 registered holders of Common Stock.

The Company has not paid any cash dividends on shares of its Common Stock. Any decision to declare and pay dividends in the future will be made at the sole discretion of the Board and will depend on, among other things, the Company’s results of operations, cash requirements, financial condition, contractual restrictions and other factors that the Board may deem relevant.

Recent Sales of Unregistered Securities

At the Closing, the Company consummated the PIPE Financing. The disclosure under Item 1.01 of this Report relating to the PIPE Financing is incorporated into this Item 3.02 by reference.

The Company issued the securities in the PIPE Financing under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act, as a transaction not requiring registration under Section 5 of the Securities Act. The parties receiving the securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the securities (or reflected in restricted book entry with the Company’s transfer agent). The parties also had adequate access, through business or other relationships, to information about the Company.

Description of Company’s Securities

The Company’s securities are described in the Proxy Statement in the section titled “Description of Securities” beginning on page 267, which is incorporated herein by reference.

Indemnification of Directors and Officers

The Company’s arrangements to indemnify its directors and officers is described in the Proxy Statement in the section titled “Limitations on Liability and Indemnification of Officers and Directors” beginning on page 270, which is incorporated herein by reference. A description of the Company’s indemnification agreements with its directors and officers is included herein in Item 1.01, and such form indemnification agreement has been filed herewith as Exhibit 10.10 and is incorporated herein by reference

Changes in and Disagreements with Accountants

The disclosure set forth under the heading “Changes in Registrants Certifying Accountant” in Item 4.01 of this Report is incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities

The disclosure set forth under the heading “Recent Sales of Unregistered Securities” in Item 2.01 of this Report is incorporated herein by reference.

Item 3.03

Material Modifications to Rights of Security Holders

In connection with the consummation of the Business Combination, the Company changed its name from “Chardan Healthcare Acquisition 2 Corp.” to “Renovacor, Inc.” and adopted the Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. Reference is made to the disclosure described in the Proxy Statement in the sections titled “Proposal Nos. 2A-2J—The Charter Proposal” beginning on page 154, which is incorporated herein by reference. This summary is qualified in its entirety by reference to the text of the Company’s Second Amended and Restated Certificate of Incorporation and Amended and Restated By-laws, which are attached as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.

In accordance with Rule 12g-3(a) under the Exchange Act, the Company is the successor issuer to Chardan Healthcare Acquisition 2 Corp. and has succeeded to the attributes of Chardan Healthcare Acquisition 2 Corp. as the Registrant. In addition, the shares of the Company’s Common Stock, as the successor to Chardan Healthcare Acquisition 2 Corp., are deemed to be registered under Section 12(b) of the Exchange Act. Holders of uncertificated shares of common stock of Chardan Healthcare Acquisition 2 Corp. prior to the Closing have continued as holders of shares of uncertificated shares of the Company’s Common Stock. After consummation of the Business Combination the Common Stock and warrants were listed on the NYSE under the symbols “RCOR” and “RCOR.WS,” respectively, and the CUSIP numbers relating to the Common Stock and warrants were changed to 75989E 106 and 75989E 114, respectively. Holders of shares of Chardan Healthcare Acquisition 2 Corp. who have filed reports under the Exchange Act with respect to those shares should indicate in their next filing, or any amendment to a prior filing, filed on or after the Closing Date that the Company is the successor to Chardan Healthcare Acquisition 2 Corp.

Item 4.01

Changes in Registrants Certifying Accountant

(a) Dismissal of Previous Independent Registered Public Accounting Firm.

On September 2, 2021, the Board dismissed Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm, effective immediately.

The report of Marcum on the financial statements of Chardan Healthcare Acquisition 2 Corp. as of December 31, 2020 and for the years ended December 31, 2020 and 2019 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the years ended December 31, 2020 and 2019 and the subsequent interim period through September 2, 2021, there were no (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreements in its reports on the financial statements of the Company, or (ii) “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K) within the period of Marcum’s engagement and the subsequent interim period through September 2, 2021 other than the material weakness in internal controls identified by management related to the accounting for warrants issued in connection with Chardan Healthcare Acquisition 2 Corp.’s initial public offering, which resulted in the revision of its financial statements as set forth in its Quarterly Report on Form 10-Q, as filed with the SEC on May 25, 2021.

The Company has provided Marcum with a copy of the disclosures it is making in this Item 4.01(a) of this Report and requested that Marcum furnish a letter addressed to the Commission stating whether it agrees with the statements above, and, if not, stating the respects in which it does not agree. A copy of Marcum’s letter dated September 9, 2021 is filed as Exhibit 16.1 hereto.

(b) Engagement of New Independent Registered Public Accounting Firm.

On September 2, 2021, the Board appointed Ernst & Young LLP (“E&Y”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. That engagement is effective immediately.

E&Y served as independent registered public accounting firm of Old Renovacor prior to the Business Combination. During the years ended December 31, 2020 and 2019 and the subsequent interim period through September 2, 2021, neither the Company nor anyone on its behalf consulted with E&Y regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company that E&Y concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K or any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Item 5.01

Changes in Control of the Registrant

The information set forth above under the heading “Form 10 Information” in Item 2.01 of this Report is incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The information set forth in the sections titled “Directors and Executive Officers”, “Executive Compensation”, “Director Compensation” and “Related Party Transactions” under the heading “Form 10 Information” in Item 2.01 of this Report is incorporated herein by reference.

Departure and Election of Directors

In connection with the Business Combination and pursuant to the terms of the Merger Agreement, at the Effective Time, George Kaufman, Guy Barudin, Isaac Manke, Michael Rice, Richard Giroux, Matthew Rossen and R.A. Session II each resigned from the Board. In addition, the size of the Board was reduced from nine to seven directors, and five new individuals were appointed to the Board by Old Renovacor, pursuant to the Merger Agreement. At the Effective Time, Magdalene Cook, M.D., Edward J. Benz, Jr., M.D., Gregory F. Covino, Joan Lau, Ph.D. and Thomas Needham, MBA were each appointed to serve as a director of the Company. Jonas Grossman, MBA and Gbola Amusa, M.D. each continue to serve on the Board.

Jonas Grossman, MBA, Gbola Amusa, M.D. and Edward J. Benz, Jr., M.D. will serve as Class I directors, and their terms will expire at the first annual meeting of stockholders to be held after the Closing Date. Joan Lau, Ph.D. and Thomas Needham, MBA will serve as Class II directors, and their terms will expire at the second annual meeting of stockholders to be held after the Closing Date. Magdalene Cook, M.D. and Gregory F. Covino will serve as Class III directors, and their terms will expire at the third annual meeting of stockholders to be held after the Closing Date.

Departure and Appointment of Certain Officers

In connection with the Business Combination and pursuant to the Merger Agreement, at the Effective Time, the following individuals were appointed to serve as executive officers of the Company:


Name⁽¹⁾	Age	Position
Executive officers:
Magdalene Cook, M.D.	47	President, Chief Executive Officer and Director
Wendy DiCicco	53	Interim Chief Financial Officer
Marc Semigran, M.D.	64	Chief Medical Officer
Matthew Killeen, Ph.D.	39	Chief Scientific Officer

In addition, effective as of the Effective Time, Gbola Amusa, M.D. resigned from his position as Chief Science Officer of the Company, Jonas Grossman, MBA resigned from his position as President and Chief Executive Officer of the Company, George Kaufman resigned from his position as Chief Financial Officer and Head of Strategy of the Company and Guy Barudin resigned from his position as Chief Operating Officer of the Company.

2021 Equity Incentive Plan

In connection with the Business Combination, the Company’s stockholders considered and approved the Chardan Healthcare Acquisition 2 Corp. 2021 Omnibus Incentive Plan (the “2021 Plan”). The 2021 Plan was previously approved, subject to stockholder approval, by the Company’s Board on March 11, 2021. The 2021 Plan became effective on the Closing Date.

A summary of the terms of the 2021 Plan is set forth in the Proxy Statement in the section titled “Proposal No. 3—The Incentive Plan Proposal” beginning on page 165, which is incorporated herein by reference. Such summary and the foregoing description are qualified in their entirety by reference to the text of the 2021 Plan, a copy of which is included as Exhibit 10.8 hereto, and incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the Business Combination, immediately prior to the Effective Time, the Company filed the Second Amended and Restated Certificate of Incorporation of the Company (the “Restated Charter”), a copy of which is filed as Exhibit 3.1 to this Report, which is incorporated by reference into this Item 5.03. Reference is made to the disclosure in the Proxy Statement in the section titled “Proposal Nos. 2A-2J —The Charter Proposal” beginning on page 154, which is incorporated herein by reference.

Immediately following the Effective Time, the Company filed a Certificate of Amendment to the Restated Charter (the “Charter Amendment”), which effected a change in the Company’s name from “Chardan Healthcare Acquisition 2 Corp.” to “Renovacor, Inc.” No other changes were made to the Restated Charter. The foregoing summary is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.2 to this Report, which is incorporated by reference into this Item 5.03. Reference is also made to the disclosure in the Proxy Statement in the section titled “Proposal Nos. 2A—Change of Name” beginning on page 154, which is incorporated herein by reference.

In addition, in connection with the Business Combination, upon the Effective Time, the Company also amended and restated its bylaws (the “Restated Bylaws”), a copy of which is filed as Exhibit 3.3 to this Report, which is incorporated by reference into this Item 5.03.

Item 5.05

Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

As a result of the Business Combination, on September 2, 2021, the Board considered and adopted a Code of Business Conduct and Ethics (the “Code of Ethics”). The Code of Ethics applies to all of the Company’s directors, officers and employees. The foregoing description of the Code of Ethics is qualified in its entirety by the full text of the Code of Ethics, which is available in the “Investor” section of the Company’s website.

Item 5.06

Change in Shell Company Status

As a result of the Business Combination, the Company ceased being a shell company. Reference is made to the disclosure in the Proxy Statement in the section titled “Proposal No. 1—The Business Combination Proposal” beginning on page 119, which is incorporated herein by reference. Further, the information set forth under the heading “Introductory Note” above and under Item 2.01 of this Report is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited financial statements of Old Renovacor as of December 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019 and the related notes are included in the Proxy Statement beginning on page F-37 and are incorporated herein by reference.

The unaudited condensed financial statements of Old Renovacor as of June 30, 2021 and 2020 and for the six months ended June 30, 2021 and 2020 and the related notes are included in Exhibit 99.2 hereto and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of the Company as of and for the six months ended June 30, 2021 and for the year ended December 31, 2020 is set forth on Exhibit 99.3 hereto and is incorporated herein by reference.

(d) Exhibits.


Exhibit No.		Description

2.1^†		Agreement and Plan of Merger, dated as of March 22, 2021, by and among Chardan Healthcare Acquisition 2 Corp., CHAQ2 Merger Sub, Inc., and Renovacor, Inc. (incorporated by reference to Annex A to the Schedule 14A filed with the Securities and Exchange Commission on August 5, 2021).

2.2		Sponsor Support Agreement, dated as of March 22, 2021, by and among Chardan Healthcare Acquisition 2 Corp., Chardan Investments 2, LLC, and Renovacor, Inc. (incorporated by reference to Annex E to the Schedule 14A filed with the Securities and Exchange Commission on August 5, 2021).

3.1		Second Amended and Restated Certificate of Incorporation, dated as of September 2, 2021.

3.2		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, dated as of September 2, 2021.

3.3		Amended and Restated Bylaws of the Company.

10.1†		License Agreement, dated as of August 12, 2019, by and between the Company and Temple University - Of the Commonwealth System of Higher Education.

10.2†		Sponsored Research Agreement, dated as of August 12, 2019, by and between the Company and Temple University - Of the Commonwealth System of Higher Education.

10.3†		Amendment No. 1 to Sponsored Research Agreement, dated as of August 27, 2019, by and between the Company and Temple University - Of the Commonwealth System of Higher Education.


10.4†		Amendment No. 2 to Sponsored Research Agreement, dated as of August 18, 2021 and effective as of July 1, 2021, by and between the Company and Temple University - Of the Commonwealth System of Higher Education.

10.5		Form of Subscription Agreement, dated as of March 22, 2021, by and between the Company and the PIPE Investors (incorporated by reference to Annex D to the Schedule 14A filed with the Securities and Exchange Commission on August 5, 2021).

10.6		Registration Rights Agreement, dated as of September 2, 2021, by and between the Company and certain of its stockholders.

10.7		Form of Lock-Up Agreement (incorporated by reference to Annex G to the Schedule 14A filed with the Securities & Exchange Commission on August 5, 2021).

10.8#		Chardan Healthcare Acquisition 2 Corp. 2021 Omnibus Incentive Plan.

10.9#		Form of Option Award Agreement.

10.10#		Form of Indemnification Agreement.

10.11#		Form of Executive Employment Agreement.

10.12#		Amended and Restated Employment Agreement, by and between the Company and Magdalene Cook, M.D., dated as of May 17, 2021 and effective as of September 2, 2021.

10.13#		Employment Agreement, by and between the Company and Mark Semigran, M.D., dated as of May 5, 2021 and effective as of June 2, 2021.

10.14#		Employment Agreement, by and between the Company and Matthew Killeen, Ph.D., dated as of August 16, 2021 and effective as of September 1, 2021.

10.15#		Letter Agreement, by and between the Company and Wendy F. DiCicco, dated as of September 3, 2021.

10.16#		Consulting Agreement, by and between the Company and Arthur M. Feldman, M.D., dated as of August 12, 2019.

10.17#		Amendment to Consulting Agreement, by and between the Company and Arthur M. Feldman, M.D., dated as of September 2, 2021.

16.1		Letter to the Securities and Exchange Commission from Marcum LLP, dated as of September 9, 2021.

21.1		List of Subsidiaries.

99.1		Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2021.

99.2		Unaudited condensed financial information of the Company for the six months ended June 30, 2021.

99.3		Unaudited pro forma condensed combined financial information as of and for the three months ended June 30, 2021 and for the year ended December 31, 2020.

†	Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Commission upon its request.

#	Indicates management contract or compensatory arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 3.1

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

CHARDAN HEALTHCARE ACQUISITION 2 CORP.

Chardan Healthcare Acquisition 2 Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The name of the Corporation is Chardan Healthcare Acquisition 2 Corp.

2. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on December 19, 2018. A Certificate of Amendment changing the name of the Corporation from Chardan Healthcare Acquisition II Corp., was filed in the office of the Secretary of the State of Delaware on February 1, 2019. A Certificate of Amendment changing the name of the Corporation from Chardan Healthcare Acquisition III Corp., was filed in the office of the Secretary of the State of Delaware on March 3, 2020. An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of the State of Delaware on April 23, 2020 (the “Amended and Restated Certificate of Incorporation”).

3. This Second Amended and Restated Certificate of Incorporation (the “Certificate”) amends, restates and integrates the provisions of the Amended and Restated Certificate of Incorporation, and was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”).

4. This Certificate shall become effective on the date of filing with the Secretary of State of the State of Delaware.

5. The text of the Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety to provide as herein set forth in full.

ARTICLE I

The name of the Corporation is Chardan Healthcare Acquisition 2 Corp. (hereinafter called the “Corporation”).

ARTICLE II

The registered office of the Corporation is to be located at 614 N Dupont Hwy, Suite 210, Dover, DE 19901 and in the County of Kent. The name of its registered agent at that address is Corp1, Inc.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

Capital Stock

The total number of shares of capital stock which the Corporation shall have authority to issue is 101,000,000, of which (i) 100,000,000 shares shall be a class designated as common stock, par value $0.0001 per share (the “Common Stock”), and (ii) 1,000,000 shares shall be a class designated as undesignated preferred stock, par value $0.0001 per share (the “Undesignated Preferred Stock”).

Except as otherwise provided in any certificate of designations of any series of Undesignated Preferred Stock, the number of authorized shares of the class of Common Stock or Undesignated Preferred Stock may from time to time be increased or decreased (but not below the number of shares of such class outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation irrespective of the provisions of Section 242(b)(2) of the DGCL.

The powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each class or series of stock shall be determined in accordance with, or as set forth below in, this Article IV.

(A) COMMON STOCK

Subject to all the rights, powers and preferences of the Undesignated Preferred Stock and except as provided by law or in this Certificate (or in any certificate of designations of any series of Undesignated Preferred Stock):

(a) the holders of the Common Stock shall have the exclusive right to vote for the election of directors of the Corporation (the “Directors”) and on all other matters requiring stockholder action, each outstanding share entitling the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate (or on any amendment to a certificate of designations of any series of Undesignated Preferred Stock) that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of Undesignated Preferred Stock if the holders of such affected series of Undesignated Preferred Stock are entitled to vote, either separately or together with the holders of one or more other such series, on such amendment pursuant to this Certificate (or pursuant to a certificate of designations of any series of Undesignated Preferred Stock) or pursuant to the DGCL;

(b) dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends, but only when and as declared by the Board of Directors or any authorized committee thereof; and

(c) upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall be distributed pro rata to the holders of the Common Stock.

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(B) UNDESIGNATED PREFERRED STOCK

The Board of Directors or any authorized committee thereof is expressly authorized, to the fullest extent permitted by law, to provide by resolution or resolutions for, out of the unissued shares of Undesignated Preferred Stock, the issuance of the shares of Undesignated Preferred Stock in one or more series of such stock, and by filing a certificate of designations pursuant to the DGCL, to establish or change from time to time the number of shares of each such series, and to fix the designations, powers, including voting powers, full or limited, or no voting powers, preferences and the relative, participating, optional or other special rights of the shares of each series and any qualifications, limitations and restrictions thereof.

ARTICLE V

Stockholder Action

1. Action Without Meeting. Any action required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders and may not be taken or effected by a written consent of stockholders in lieu thereof.

2. Special Meetings. Except as otherwise required by statute and subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock, special meetings of the stockholders of the Corporation may be called only by (i) the Board of Directors acting pursuant to a resolution approved by the affirmative vote of a majority of the Directors then in office, (ii) the Chairperson of the Board, or (iii) the chief executive officer of the Corporation, and special meetings of stockholders may not be called by any other person or persons. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation.

3. Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation (the “Bylaws”).

4. Cumulative Voting. There shall be no cumulative voting.

ARTICLE VI

Directors

1. General. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise provided herein or required by law.

2. Election of Directors. Election of Directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

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3. Number of Directors; Term of Office. The number of Directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. The Directors, other than those who may be elected by the holders of any series of Undesignated Preferred Stock, shall be classified, with respect to the term for which they severally hold office, into three classes. Such classes shall be as nearly equal in number of Directors as reasonably possible. The Board of Directors shall assign Directors into classes at the time the classification becomes effective. The initial Class I Directors shall serve for a term expiring at the first annual meeting of stockholders to be held after the filing of this Certificate, the initial Class II Directors shall serve for a term expiring at the second annual meeting of stockholders to be held after the filing of this Certificate, and the initial Class III Directors shall serve for a term expiring at the third annual meeting of stockholders to be held after the filing of this Certificate. At each annual meeting of stockholders, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Notwithstanding the foregoing, the Directors elected to each class shall hold office until their successors are duly elected and qualified or until their earlier resignation, death or removal.

Notwithstanding the foregoing, whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one or more series of Undesignated Preferred Stock shall have the right, voting separately as a series or together with holders of other such series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate and any certificate of designations applicable to such series.

4. Vacancies. Subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock to elect Directors and to fill vacancies in the Board of Directors relating thereto, any and all vacancies in the Board of Directors, however occurring, including, without limitation, by reason of an increase in the size of the Board of Directors, or the death, resignation, disqualification or removal of a Director, shall be filled solely and exclusively by the affirmative vote of a majority of the remaining Directors then in office, even if less than a quorum of the Board of Directors, and not by the stockholders. Any Director appointed in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director’s successor shall have been duly elected and qualified or until his or her earlier resignation, death or removal. Subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock to elect Directors, when the number of Directors is increased or decreased, the Board of Directors shall, subject to Article VI.3 hereof, determine the class or classes to which the increased or decreased number of Directors shall be apportioned; provided, however, that no decrease in the number of Directors shall shorten the term of any incumbent Director. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, shall exercise the powers of the full Board of Directors until the vacancy is filled.

5. Removal. Subject to the rights, if any, of any series of Undesignated Preferred Stock to elect Directors and to remove any Director whom the holders of any such series have the right to elect, any Director (including persons elected by Directors to fill vacancies in the Board of Directors) may be removed from office only with cause. At least forty-five (45) days prior to any annual or special meeting of stockholders at which it is proposed that any Director be

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removed from office, written notice of such proposed removal and the alleged grounds thereof shall be sent to the Director whose removal will be considered at the meeting. For purposes of this Article VI.5, “cause” shall mean (i) conduct by a Director constituting an act of willful misconduct or gross negligence in connection with the performance of his/her duties as a Director of the Corporation; (ii) the commission or any conviction by a director of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty, harassment or fraud, or any conduct by the Director that would reasonably be expected to result in material injury to the Corporation or any of its subsidiaries or affiliates if he/she were retained in his/her position; (iii) continued non-performance by a Director of his/her duties to the Corporation (other than by reason of the director’s physical or mental illness, incapacity, or disability) which has continued for more than thirty (30) days following written notice of such non-performance from the Board of Directors; or (iv) willful failure to cooperate with an investigation by regulatory or law enforcement authorities.

ARTICLE VII

Limitation Of Liability

A Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (a) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL or (d) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

As more fully set forth in the Bylaws, the Corporation may indemnify to the fullest extent permitted by the DGCL any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, she, his or her testator or intestate is or was a Director, officer, employee or agent at the request of the Corporation or any predecessor to the Corporation or serves or served at any other enterprise as a Director, officer, employee or agent at the request of the Corporation or any predecessor to the Corporation.

Any amendment, repeal or modification of this Article VII by either of (i) the stockholders of the Corporation or (ii) an amendment to the DGCL, shall not adversely affect any right or protection existing at the time of such amendment, repeal or modification with respect to any acts or omissions occurring before such amendment, repeal or modification of a person serving as a Director at the time of such amendment, repeal or modification.

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ARTICLE VIII

Amendment Of Bylaws

1. Amendment by Directors. Except as otherwise provided by law, the Bylaws of the Corporation may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the Directors then in office.

2. Amendment by Stockholders. The Bylaws of the Corporation may be amended or repealed at any annual meeting of stockholders, or special meeting of stockholders called for such purpose, by the affirmative vote of at least 66 2/3% of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class.

ARTICLE IX

Exclusive Forum

1. Unless the Corporation consents in writing to the selection of an alternative forum (which consent may be given at any time, including during the pendency of litigation), the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, stockholder, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate or the Bylaws (in each case, as may be amended from time to time), (iv) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware, or (v) any other action asserting an “internal corporate claim,” as defined in Section 115 of the DGCL, in all cases subject to the court having personal jurisdiction over all indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation shall be deemed to have notice of and consented to this provision.

2. Unless the Corporation consents in writing to the selection of an alternative forum (which consent may be given at any time, including during the pendency of litigation), the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933. Any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation shall be deemed to have notice of and consented to this provision.

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3. If any action the subject matter of which is within the scope of Section 1 of this Article IX is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 1 of this Article IX (an “Enforcement Action”) and (ii) having service of process made upon such stockholder in any such Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

4. If any provision of this Article IX shall be held to be invalid, illegal or unenforceable as applied to any person, entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this Article IX, and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

ARTICLE X

Amendment Of Certificate Of Incorporation

The Corporation reserves the right to amend or repeal this Certificate in the manner now or hereafter prescribed by statute and this Certificate, and all rights conferred upon stockholders herein are granted subject to this reservation. Whenever any vote of the holders of capital stock of the Corporation is required to amend or repeal any provision of this Certificate, and in addition to any other vote of holders of capital stock that is required by this Certificate or by law, such amendment or repeal shall require the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on such amendment or repeal, and the affirmative vote of the majority of the outstanding shares of each class entitled to vote thereon as a class, at a duly constituted meeting of stockholders called expressly for such purpose; provided, however, that the affirmative vote of not less than 66 2/3% of the outstanding shares of capital stock entitled to vote on such amendment or repeal shall be required to amend or repeal any provision of Article V, Article VI, Article VII, Article VIII, Article IX, or Article X of this Certificate.

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THIS SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION is executed as of this 2nd day of September, 2021.


CHARDAN HEALTHCARE ACQUISITION 2 CORP.

By:		/s/ Jonas Grossman
Name:		Jonas Grossman
Title:		President

[SIGNATURE PAGE TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION]

Exhibit 3.2

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of Chardan Healthcare Acquisition 2 Corp. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “FIRST” so that, as amended, said Article shall be and read as follows:

The name of the corporation is “Renovacor, Inc.” (hereinafter called the “Corporation”).

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 2nd day of September, 2021.



By:		Authorized Officer

Name:		/s/ Jonas Grossman
		Print or Type

Title:		President

Exhibit 3.3

AMENDED AND RESTATED

BYLAWS

RENOVACOR, INC.

(the “Corporation”)

ARTICLE I

Stockholders

Section 1.1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Corporation’s Board of Directors (the “Board of Directors”), which time, date and place may subsequently be changed at any time by vote of the Board of Directors; provided that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication pursuant to Section 6.11 of these Bylaws. If no Annual Meeting has been held for a period of thirteen (13) months after the Corporation’s last Annual Meeting, a special meeting in lieu thereof may be held, and such special meeting shall have, for the purposes of these Bylaws or otherwise, all the force and effect of an Annual Meeting. Any and all references hereafter in these Bylaws to an Annual Meeting or Annual Meetings also shall be deemed to refer to any special meeting(s) in lieu thereof.

Section 1.2. Notice of Stockholder Business and Nominations.

(a) Annual Meetings of Stockholders.

(1) Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be brought before an Annual Meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who was a stockholder of record at the time of giving notice provided for in this Bylaw, who is entitled to vote at the meeting, who is present (in person or by proxy) at the meeting and who complies with the notice procedures set forth in this Bylaw as to such nomination or business. For the avoidance of doubt, the foregoing clause (ii) shall be the exclusive means for a stockholder to bring nominations or business properly before an Annual Meeting (other than matters properly brought under Rule 14a-8 (or any successor rule) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and such stockholder must comply with the notice and other procedures set forth in Section 1.2(a)(2) and (3) of this Bylaw to bring such nominations or business properly before an Annual Meeting. In addition to the other requirements set forth in this Bylaw, for any proposal of business to be considered at an Annual Meeting, it must be a proper subject for action by stockholders of the Corporation under Delaware law.

(2) For nominations or other business to be properly brought before an Annual Meeting by a stockholder pursuant to clause (ii) of Section 1.2(a)(1) of this Bylaw, the stockholder must (i) have given Timely Notice (as defined below) thereof in writing to the Secretary of the Corporation, (ii) have provided any updates or supplements to such notice at the times and in the forms required by this Bylaw and (iii) together with the beneficial owner(s), if any, on whose behalf the nomination or business proposal is made, have acted in accordance with the representations set forth in the Solicitation Statement (as defined below) required by this Bylaw. To be timely, a stockholder’s written

notice shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the one-year anniversary of the preceding year’s Annual Meeting; provided, however, that in the event the Annual Meeting is first convened more than thirty (30) days before or more than sixty (60) days after such anniversary date, or if no Annual Meeting were held in the preceding year, notice by the stockholder to be timely must be received by the Secretary of the Corporation not later than the close of business on the later of the ninetieth (90th) day prior to the scheduled date of such Annual Meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made (such notice within such time periods shall be referred to as “Timely Notice”). Such stockholder’s Timely Notice shall set forth:

(A) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

(B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event such business includes a proposal to amend these Bylaws, the language of the proposed amendment) the reasons for conducting such business at the meeting, and any material interest in such business of each Proposing Person (as defined below);

(C) (i) the name and address of the stockholder giving the notice, as they appear on the Corporation’s books, and the names and addresses of the other Proposing Persons (if any) and (ii) as to each Proposing Person, the following information: (a) the class or series and number of all shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially or of record by such Proposing Person or any of its affiliates or associates (as such terms are defined in Rule 12b-2 promulgated under the Exchange Act), including any shares of any class or series of capital stock of the Corporation as to which such Proposing Person or any of its affiliates or associates has a right to acquire beneficial ownership at any time in the future, (b) all Synthetic Equity Interests (as defined below) in which such Proposing Person or any of its affiliates or associates, directly or indirectly, holds an interest including a description of the material terms of each such Synthetic Equity Interest, including without limitation, identification of the counterparty to each such Synthetic Equity Interest and disclosure, for each such Synthetic Equity Interest, as to (x) whether or not such Synthetic Equity Interest conveys any voting rights, directly or indirectly, in such shares to such Proposing Person, (y) whether or not such Synthetic Equity Interest is required to be, or is capable of being, settled through delivery of such shares and (z) whether or not such Proposing Person and/or, to the extent known, the counterparty to such Synthetic Equity Interest has entered into other transactions that hedge or mitigate the economic effect of such Synthetic Equity Interest, (c) any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person has or shares a right to, directly or indirectly, vote any shares of any class or series of capital stock of the Corporation, (d) any rights to dividends or other distributions on the shares of any class or series of capital stock of the Corporation, directly or indirectly, owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, and (e) any performance-related fees (other than an asset based fee) that such Proposing Person, directly or indirectly, is entitled to base on any increase or decrease in the value of shares of any class or series of capital stock of the Corporation or any Synthetic Equity Interests (the disclosures to be made pursuant to the foregoing clauses (a) through (e) are referred to, collectively, as “Material Ownership Interests”) and (iii) a description of the material terms of all agreements, arrangements or understandings (whether or not in writing) entered into by any Proposing Person or any of its affiliates or associates with any other person for the purpose of acquiring, holding, disposing or voting of any shares of any class or series of capital stock of the Corporation;

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(D) (i) a description of all agreements, arrangements or understandings by and among any of the Proposing Persons, or by and among any Proposing Persons and any other person (including with any proposed nominee(s)), pertaining to the nomination(s) or other business proposed to be brought before the meeting of stockholders (which description shall identify the name of each other person who is party to such an agreement, arrangement or understanding), and (ii) identification of the names and addresses of other stockholders (including beneficial owners) known by any of the Proposing Persons to support such nominations or other business proposal(s), and to the extent known the class and number of all shares of the Corporation’s capital stock owned beneficially or of record by such other stockholder(s) or other beneficial owner(s); and

(E) a statement whether or not the stockholder giving the notice and/or the other Proposing Person(s), if any, will deliver a proxy statement and form of proxy to holders of, in the case of a business proposal, at least the percentage of voting power of all of the shares of capital stock of the Corporation required under applicable law to approve the proposal or, in the case of a nomination or nominations, at least the percentage of voting power of all of the shares of capital stock of the Corporation reasonably believed by such Proposing Person to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder (such statement, the “Solicitation Statement”).

For purposes of this Article I of these Bylaws, the term “Proposing Person” shall mean the following persons: (i) the stockholder of record providing the notice of nominations or business proposed to be brought before a stockholders’ meeting, and (ii) the beneficial owner(s), if different, on whose behalf the nominations or business proposed to be brought before a stockholders’ meeting is made. For purposes of this Section 1.2 of these Bylaws, the term “Synthetic Equity Interest” shall mean any transaction, agreement or arrangement (or series of transactions, agreements or arrangements), including, without limitation, any derivative, swap, hedge, repurchase or so-called “stock borrowing” agreement or arrangement, the purpose or effect of which is to, directly or indirectly: (a) give a person or entity economic benefit and/or risk similar to ownership of shares of any class or series of capital stock of the Corporation, in whole or in part, including due to the fact that such transaction, agreement or arrangement provides, directly or indirectly, the opportunity to profit or avoid a loss from any increase or decrease in the value of any shares of any class or series of capital stock of the Corporation, (b) mitigate loss to, reduce the economic risk of or manage the risk of share price changes for, any person or entity with respect to any shares of any class or series of capital stock of the Corporation, (c) otherwise provide in any manner the opportunity to profit or avoid a loss from any decrease in the value of any shares of any class or series of capital stock of the Corporation, or (d) increase or decrease the voting power of any person or entity with respect to any shares of any class or series of capital stock of the Corporation.

(3) To be eligible to be a nominee of any stockholder for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for nominations of persons for election to the Board of Directors by stockholders under this Section 1.2) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such individual and the background of any other person or entity on whose behalf, directly or indirectly, the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), all information relating to such person that would be required to be disclosed in solicitations of proxies by the Corporation for election of such person as a director in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, and a written representation and agreement (in the form provided by the Secretary upon written request) that such individual (a) is not and will not become a party to (1) any agreement,

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arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation and (2) any Voting Commitment that could limit or interfere with such individual’s ability to comply, if elected as a director of the Corporation, with such individual’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, (c) in such individual’s personal capacity and on behalf of any person or entity on whose behalf, directly or indirectly, the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply, with all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation publicly disclosed from time to time and (d) consents to being named as a nominee in the Corporation’s proxy statement pursuant to Rule 14a-4(d) under the Exchange Act and any associated proxy card of the Corporation and agrees to serve if elected as a director.

(4) A stockholder providing Timely Notice of nominations or business proposed to be brought before an Annual Meeting and any person providing information pursuant to Section 1.2(a)(3) shall, in each case, further update and supplement such notice and information, if necessary, so that the information (including, without limitation, the Material Ownership Interests information) provided or required to be provided therein pursuant to this Bylaw shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to such Annual Meeting, and such update and supplement shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the fifth (5th) business day after the record date for the Annual Meeting (in the case of the update and supplement required to be made as of the record date), and not later than the close of business on the eighth (8th) business day prior to the date of the Annual Meeting (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting).

(5) Notwithstanding anything in the second sentence of Section 1.2(a)(2) of this Bylaw to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least ten (10) days before the last day a stockholder may deliver a notice of nomination in accordance with the second sentence of Section 1.2(a)(2), a stockholder’s notice required by this Bylaw shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the Secretary of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(b) General.

(1) Only such persons who are nominated in accordance with the provisions of this Bylaw shall be eligible for election and to serve as directors and only such business shall be conducted at an Annual Meeting as shall have been brought before the meeting in accordance with the provisions of this Bylaw or in accordance with Rule 14a-8 under the Exchange Act. The Board of Directors or a designated committee thereof shall have the power to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the provisions of this Bylaw. If neither the Board of Directors nor such designated committee makes a determination as to whether any stockholder proposal or nomination was made in accordance with the provisions of this Bylaw, the presiding officer of the Annual Meeting shall have the power and duty to determine whether the stockholder proposal or nomination was made in accordance with the provisions of this Bylaw. If the Board of Directors or a designated committee thereof or the presiding officer, as applicable, determines that any stockholder proposal or nomination was not made in accordance with the provisions of this Bylaw, such proposal or nomination shall be disregarded and shall not be presented for action at the Annual Meeting.

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(2) Except as otherwise required by law, nothing in this Section 1.2 shall obligate the Corporation or the Board of Directors to include in any proxy statement or other stockholder communication distributed on behalf of the Corporation or the Board of Directors information with respect to any nominee for director or any other matter of business submitted by a stockholder.

(3) Notwithstanding the foregoing provisions of this Section 1.2, if the nominating or proposing stockholder (or a qualified representative of the stockholder) does not appear at the Annual Meeting to present a nomination or any business, such nomination or business shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 1.2, to be considered a qualified representative of the proposing stockholder, a person must be authorized by a written instrument executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such written instrument or electronic transmission, or a reliable reproduction of the written instrument or electronic transmission, to the presiding officer at the meeting of stockholders.

(4) For purposes of this Bylaw, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(5) Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights of (i) stockholders to have proposals included in the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor rule), as applicable, under the Exchange Act and, to the extent required by such rule, have such proposals considered and voted on at an Annual Meeting or (ii) the holders of any series of Undesignated Preferred Stock (as defined in the Certificate (as defined below)) to elect directors under specified circumstances.

Section 1.3. Special Meetings. Except as otherwise required by statute and subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock, special meetings of the stockholders of the Corporation may be called only by (i) the Board of Directors acting pursuant to a resolution approved by the affirmative vote of a majority of the Directors then in office, (ii) the Chairperson of the Board (as defined below) or (iii) the Chief Executive Officer of the Corporation. The Board of Directors may postpone or reschedule any previously scheduled special meeting of stockholders. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation. Nominations of persons for election to the Board of Directors of the Corporation and stockholder proposals of other business shall not be brought before a special meeting of stockholders to be considered by the stockholders unless such special meeting is held in lieu of an annual meeting of stockholders in accordance with Section 1.1 of these Bylaws, in which case such special meeting in lieu thereof shall be deemed an Annual Meeting for purposes of these Bylaws and the provisions of Section 1.2 of these Bylaws shall govern such special meeting.

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Section 1.4. Notice of Meetings; Adjournments.

(a) A notice of each Annual Meeting stating the hour, date and place, if any, of such Annual Meeting and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given not less than ten (10) days nor more than sixty (60) days before the Annual Meeting, to each stockholder entitled to vote thereat by delivering such notice to such stockholder or by mailing it, postage prepaid, addressed to such stockholder at the address of such stockholder as it appears on the Corporation’s stock transfer books. Without limiting the manner by which notice may otherwise be given to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law (“DGCL”).

(b) Notice of all special meetings of stockholders shall be given in the same manner as provided for Annual Meetings, except that the notice of all special meetings shall state the purpose or purposes for which the meeting has been called.

(c) Notice of an Annual Meeting or special meeting of stockholders need not be given to a stockholder if a waiver of notice is executed, or waiver of notice by electronic transmission is provided, before or after such meeting by such stockholder or if such stockholder attends such meeting, unless such attendance is for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened.

(d) The Board of Directors may postpone and reschedule any previously scheduled Annual Meeting or special meeting of stockholders and any record date with respect thereto, regardless of whether any notice or public disclosure with respect to any such meeting has been sent or made pursuant to Section 1.2 of these Bylaws or otherwise. In no event shall the public announcement of an adjournment, postponement or rescheduling of any previously scheduled meeting of stockholders commence a new time period for the giving of a stockholder’s notice under this Article I of these Bylaws.

(e) When any meeting is convened, the presiding officer may adjourn the meeting if (i) no quorum is present for the transaction of business, (ii) the Board of Directors determines that adjournment is necessary or appropriate to enable the stockholders to consider fully information which the Board of Directors determines has not been made sufficiently or timely available to stockholders, or (iii) the Board of Directors determines that adjournment is otherwise in the best interests of the Corporation. When any Annual Meeting or special meeting of stockholders is adjourned to another hour, date or place, notice need not be given of the adjourned meeting other than an announcement at the meeting at which the adjournment is taken of the hour, date and place, if any, to which the meeting is adjourned and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting; provided, however, that if the adjournment is for more than thirty (30) days from the meeting date, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting shall be given to each stockholder of record entitled to vote thereat and each stockholder who, by law or under the Certificate of Incorporation of the Corporation (as the same may hereafter be amended and/or restated, the “Certificate”) or these Bylaws, is entitled to such notice.

Section 1.5. Quorum. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock of the Corporation representing a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting. If less than a quorum is present at a

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meeting, the holders of voting stock representing a majority of the voting power present at the meeting or the presiding officer may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as provided in Section 1.4. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 1.6. Voting and Proxies. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the stock ledger of the Corporation as of the record date, unless otherwise provided by law or by the Certificate. Stockholders may vote either (i) in person, (ii) by written proxy or (iii) by a transmission permitted by Section 212 of the DGCL. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission permitted by Section 212 of the DGCL may be substituted for or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. Proxies shall be filed in accordance with the procedures established for the meeting of stockholders. Except as otherwise limited therein or as otherwise provided by law, proxies authorizing a person to vote at a specific meeting shall entitle the persons authorized thereby to vote at any adjournment of such meeting, but they shall not be valid after final adjournment of such meeting. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by or on behalf of any one of them unless at or prior to the exercise of the proxy the Corporation receives a specific written notice to the contrary from any one of them.

Section 1.7. Action at Meeting. When a quorum is present at any meeting of stockholders, subject to the rights of the holders of one or more series of preferred stock of the Corporation, any matter before any such meeting (other than an election of a director or directors) shall be decided by a majority of the votes properly cast for and against such matter, except where a larger vote is required by law, by the Certificate or by these Bylaws. Any election of directors by stockholders shall be determined by a plurality of the votes properly cast on the election of directors.

Section 1.8. Stockholder Lists. The Secretary or an Assistant Secretary (or the Corporation’s transfer agent or other person authorized by these Bylaws or by law) shall prepare and make, at least ten (10) days before every Annual Meeting or special meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for a period of at least ten (10) days prior to the meeting in the manner provided by law. The list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law.

Section 1.9. Presiding Officer. The Board of Directors shall designate a representative to preside over all Annual Meetings or special meetings of stockholders; provided that if the Board of Directors does not so designate such a presiding officer, then the Chairperson of the Board of Directors (the “Chairperson of the Board”), if one is elected, shall preside over such meetings. If the Board of Directors does not so designate such a presiding officer and there is no Chairperson of the Board or the Chairperson of the Board is unable to so preside or is absent, then the Chief Executive Officer, if one is elected, shall preside over such meetings, provided further that if there is no Chief Executive Officer or the Chief Executive Officer is unable to so preside or is absent, then the President shall preside over such meetings. The presiding officer at any Annual Meeting or special meeting of stockholders shall have the power, among other things, to adjourn such meeting at any time and from time to time, subject to Sections 1.4 and 1.5 of this Article I. The order of business and all other matters of procedure at any meeting of the stockholders shall be determined by the presiding officer.

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Section 1.10. Inspectors of Elections. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the presiding officer shall appoint one or more inspectors to act at the meeting. Any inspector may, but need not, be an officer, employee or agent of the Corporation. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall perform such duties as are required by the DGCL, including the counting of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. The presiding officer may review all determinations made by the inspectors, and in so doing the presiding officer shall be entitled to exercise his or her sole judgment and discretion and he or she shall not be bound by any determinations made by the inspectors. All determinations by the inspectors and, if applicable, the presiding officer, shall be subject to further review by any court of competent jurisdiction.

ARTICLE II

Directors

Section 2.1. Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise provided by the Certificate or required by law.

Section 2.2. Number and Terms. The number of directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. The directors shall hold office in the manner provided in the Certificate.

Section 2.3. Qualification. No director need be a stockholder of the Corporation.

Section 2.4. Vacancies. Vacancies in the Board of Directors shall be filled in the manner provided in the Certificate.

Section 2.5. Removal. Directors may be removed from office only in the manner provided in the Certificate.

Section 2.6. Resignation. A director may resign at any time by giving written notice to the Chairperson of the Board, if one is elected, the President or the Secretary. A resignation shall be effective upon receipt, unless the resignation otherwise provides.

Section 2.7. Regular Meetings. The regular annual meeting of the Board of Directors may be held, without notice other than this Section 2.7, on the same date and at the same place as the Annual Meeting following the close of such meeting of stockholders. Other regular meetings of the Board of Directors may be held at such hour, date and place as the Board of Directors may by resolution from time to time determine and publicize by means of reasonable notice given to any director who is not present at the meeting at which such resolution is adopted.

Section 2.8. Special Meetings. Special meetings of the Board of Directors may be called, orally or in writing, by or at the request of a majority of the directors, the Chairperson of the Board, if one is elected, or the President or Chief Executive Officer. The person calling any such special meeting of the Board of Directors may fix the hour, date and place thereof.

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Section 2.9. Notice of Meetings. Notice of the hour, date and place of all special meetings of the Board of Directors shall be given to each director by the Secretary or an Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the Chairperson of the Board, if one is elected, or the President, Chief Executive Officer or such other officer designated by the Chairperson of the Board, if one is elected, or the President or Chief Executive Officer. Notice of any special meeting of the Board of Directors shall be given to each director in person, by telephone, or by electronic mail or other form of electronic communication, sent to his or her business or home address, at least forty-eight (48) hours in advance of the meeting. Such notice shall be deemed to be delivered when hand-delivered to such address, read to such director by telephone, or dispatched or transmitted if sent by electronic mail or other form of electronic communications. A written waiver of notice signed before or after a meeting by a director and filed with the records of the meeting shall be deemed to be equivalent to notice of the meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because such meeting is not lawfully called or convened. Except as otherwise required by law, by the Certificate or by these Bylaws, neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 2.10. Quorum. At any meeting of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business, but if less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice. Any business which might have been transacted at the meeting as originally noticed may be transacted at such adjourned meeting at which a quorum is present. For purposes of this section, the total number of directors includes any unfilled vacancies on the Board of Directors.

Section 2.11. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of the directors present shall constitute action by the Board of Directors, unless otherwise required by law, by the Certificate or by these Bylaws.

Section 2.12. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the records of the meetings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such consent shall be treated as a resolution of the Board of Directors for all purposes.

Section 2.13. Manner of Participation. Directors may participate in meetings of the Board of Directors by means of conference telephone or other communications equipment by means of which all directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting for purposes of these Bylaws.

Section 2.14. Presiding Director. The Board of Directors shall designate a representative to preside over all meetings of the Board of Directors, provided that if the Board of Directors does not so designate such a presiding director or such designated presiding director is unable to so preside or is absent, then the Chairperson of the Board, if one is elected, shall preside over all meetings of the Board of Directors. If both the designated presiding director, if one is so designated, and the Chairperson of the Board, if one is elected, are unable to preside or are absent, the Board of Directors shall designate an alternate representative to preside over a meeting of the Board of Directors.

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Section 2.15. Committees. The Board of Directors, by vote of a majority of the directors then in office, may elect one or more committees, including, without limitation, a Compensation Committee, a Nominating & Corporate Governance Committee and an Audit Committee, and may delegate thereto some or all of its powers except those which by law, by the Certificate or by these Bylaws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted so far as possible in the same manner as is provided by these Bylaws for the Board of Directors; provided that for the avoidance of doubt, any meeting of a committee of the Board shall follow the notice procedures set forth in Section 2.9. All members of such committees shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its action to the Board of Directors.

Section 2.16. Compensation of Directors. Directors shall receive such compensation for their services as shall be determined by a majority of the Board of Directors, or a designated committee thereof, provided that directors who are serving the Corporation as employees and who receive compensation for their services as such, shall not receive any salary or other compensation for their services as directors of the Corporation.

ARTICLE III

Officers

Section 3.1. Enumeration. The officers of the Corporation shall consist of a President, a Chief Executive Officer, a Chief Financial Officer, a Secretary and such other officers, including, without limitation, a Chairperson of the Board of Directors, a Treasurer and one or more Vice Presidents, Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors may determine.

Section 3.2. Election. The Board of Directors shall elect, from time to time at a regular or special meeting of the Board of Directors, the President, the Chief Executive Officer, the Chief Financial Officer and the Secretary. Other officers may be elected by the Board of Directors at any regular or special meeting of the Board of Directors.

Section 3.3. Qualification. No officer need be a stockholder or a director. Any person may occupy more than one office of the Corporation at any time.

Section 3.4. Tenure. Except as otherwise provided by the Certificate or by these Bylaws, each of the officers of the Corporation shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

Section 3.5. Resignation. Any officer may resign by delivering his or her written resignation to the Corporation addressed to the President or the Secretary, and such resignation shall be effective upon receipt, unless the resignation otherwise provides.

Section 3.6. Removal. Except as otherwise provided by law, the Board of Directors may remove any officer with or without cause by the affirmative vote of a majority of the directors then in office.

Section 3.7. Absence or Disability. In the event of the absence or disability of any officer, the Board of Directors may designate another officer to act temporarily in place of such absent or disabled officer.

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Section 3.8. Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

Section 3.9. President. The President shall make recommendations to the Chief Executive Officer on all operational matters that would normally be reserved for the final executive responsibility of the Chief Executive Officer. In the absence (or inability or refusal to act) of the Chairperson of the Board and Chief Executive Officer, the President (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board of Directors. The President shall also perform such duties and have such powers as shall be designated by the Board of Directors.

Section 3.10. Chairperson of the Board. The Chairperson of the Board shall preside when present at all meetings of the stockholders and the Board of Directors. The Chairperson of the Board shall have general supervision and control of the acquisition activities of the Corporation subject to the ultimate authority of the Board of Directors, and shall be responsible for the execution of the policies of the Board of Directors with respect to such matters. In the absence (or inability or refusal to act) of the Chairperson of the Board, the Chief Executive Officer (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board of Directors. The powers and duties of the Chairperson of the Board shall not include supervision or control of the preparation of the financial statements of the Company (other than through participation as a member of the Board of Directors).

Section 3.11. Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, shall have general supervision of the affairs of the Corporation and general control of all of its business subject to the ultimate authority of the Board of Directors, and shall be responsible for the execution of the policies of the Board of Directors with respect to such matters, except to the extent any such powers and duties have been prescribed to the Chairperson of the Board pursuant to Section 3.10 above. In the absence (or inability or refusal to act) of the Chairperson of the Board, the Chief Executive Officer (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board.

Section 3.12. Chief Financial Officer. The Chief Financial Officer shall perform all duties commonly incident to that office (including, without limitation, the care and custody of the funds and securities of the Corporation, which from time to time may come into the Chief Financial Officer’s hands and the deposit of the funds of the Corporation in such banks or trust companies as the Board of Directors, the Chief Executive Officer or the President may authorize).

Section 3.13. Vice Presidents and Assistant Vice Presidents. Any Vice President and any Assistant Vice President shall have such powers and shall perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate. In the absence (or inability or refusal to act) of the President, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board) shall perform the duties and have the powers of the President. Any one or more of the Vice Presidents may be given an additional designation of rank or function.

Section 3.14. Treasurer and Assistant Treasurers. The Treasurer shall, in the absence (or inability or refusal to act) of the Chief Financial Officer, perform the duties and exercise the powers of the Chief Financial Officer. Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

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Section 3.15. Secretary and Assistant Secretaries. The Secretary shall record all the proceedings of the meetings of the stockholders and the Board of Directors (including committees of the Board of Directors) in books kept for that purpose. In his or her absence from any such meeting, a temporary secretary chosen at the meeting shall record the proceedings thereof. The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation). The Secretary shall have custody of the seal of the Corporation, and the Secretary, or an Assistant Secretary shall have authority to affix it to any instrument requiring it, and, when so affixed, the seal may be attested by his or her signature or that of an Assistant Secretary. The Secretary shall have such other duties and powers as may be designated from time to time by the Board of Directors or the Chief Executive Officer. In the absence of the Secretary, any Assistant Secretary may perform his or her duties and responsibilities. Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

Section 3.16. Other Powers and Duties. Subject to these Bylaws and to such limitations as the Board of Directors may from time to time prescribe, the officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors or the Chief Executive Officer.

ARTICLE IV

Capital Stock

Section 4.1. Certificates of Stock. Each stockholder shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by any two authorized officers of the Corporation. The Corporation’s seal and the signatures by the Corporation’s officers, the transfer agent or the registrar may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law. Notwithstanding anything to the contrary provided in these Bylaws, the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares (except that the foregoing shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation), and by the approval and adoption of these Bylaws the Board of Directors has determined that all classes or series of the Corporation’s stock may be uncertificated, whether upon original issuance, re-issuance, or subsequent transfer.

Section 4.2. Transfers. Subject to any restrictions on transfer, including Section 4.6, and unless otherwise provided by the Board of Directors, shares of stock that are represented by a certificate may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate theretofore properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require. Shares of stock that are not represented by a certificate may be transferred on the books of the Corporation by submitting to the Corporation or its transfer agent such evidence of transfer and following such other procedures as the Corporation or its transfer agent may require.

Section 4.3. Record Holders. Except as may otherwise be required by law, by the Certificate or by these Bylaws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these Bylaws.

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Section 4.4. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (a) in the case of determination of stockholders entitled to vote at any meeting of stockholders, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting and (b) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 4.5. Replacement of Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock of the Corporation, a duplicate certificate may be issued in place thereof, upon such terms as the Board of Directors may prescribe.

Section 4.6. Lock-up.

4.6.1. Subject to Section 4.6.2, the holders (the “Lock-up Holders”) of common stock of the Corporation issued as consideration pursuant to that certain Agreement and Plan of Merger entered into by and among the Corporation (formerly known as Chardan Healthcare Acquisition 2 Corp.), CHAQ2 Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Corporation (“Merger Sub”), and Renovacor, Inc. a Delaware corporation (the “Company”), dated as of March 22, 2021 (as amended from time to time, the “Merger Agreement”), which provides, among other things, for the merger of Merger Sub with and into the Company (the “Renovacor Transaction”) with the Company continuing as the surviving corporation of the Merger as a wholly owned subsidiary of the Corporation, may not, without the prior written consent of the Corporation:

(a) Transfer any Lock-up Shares until the end of the Lock-up Period

(b) deposit any of the Lock-up Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to any of the Lockup Shares that conflicts with any of the covenants or agreements set forth in this Section 4.6;

(c) enter into any swap, short sale, hedge or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up Shares ; or

(d) make any demand for or exercise any right with respect to the registration of any shares of common stock of the Corporation or any security convertible into or exercisable or exchangeable for shares of common stock of the Corporation

(collectively, the restrictions contained in paragraphs 4.6.1(a) through 4.6.1(d) will hereinafter be referred to as the “Lock-up”).

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4.6.2. Notwithstanding the provisions set forth in Section 4.6.1, during the LockUp Period the Lock-Up shall not apply to:

(a) the transfer of the Lock-up Shares: (i) if the Lock-up Holder or such Permitted Transferee is a natural person, (A) to any person related to the Lock-up Holder or such Permitted Transferee by blood or adoption (no more remote than first cousin) or by marriage or domestic partnership (a “Family Member”), or to a trust formed for the benefit of the Lock-up Holder or such Permitted Transferee or any of the Lock-up Holder’s or such Permitted Transferee’s Family Members, (B) to the Lock-up Holder’s or such Permitted Transferee’s estate, following the death of the Lock-up Holder or such Permitted Transferee, by will, intestacy or other operation of law, (C) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or (D) to any partnership, corporation, limited liability company or other legal business entity which is controlled by the Lock-up Holder or such Permitted Transferee and/or by any such Family Member(s); (ii) if the Lock-up Holder or such Permitted Transferee is a corporation, partnership or other business entity, (A) to another corporation, limited liability company, partnership or other business entity that is an affiliate (as defined under Rule 12b-2 of the Exchange Act) of the Lock-up Holder or such Permitted Transferee, including investment funds or other entities under common control with the Lock-up Holder or such Permitted Transferee, or (B) as a distribution or dividend to equity holders (including, without limitation, general or limited partners and members) of the Lock-up Holder or such Permitted Transferee (including upon the liquidation and dissolution of the Lock-up Holder pursuant to a plan of liquidation approved by the Lock-up Holder’s equity holders); or (iii) if the Lock-up Holder or such Permitted Transferee is a trust, to any grantors or beneficiaries of the trust; provided, that in the case of any transfer or distribution pursuant to this clause (a), such transfer is not for value and each donee, heir, beneficiary or other transferee or distributee shall sign and deliver to the Lock-up Holder a lock-up agreement in the form of the lock-up agreement executed by the Lock-up Holder with respect to the Lock-up Shares that have been so transferred or distributed;

(b) the exercise of an option (including a net or cashless exercise of an option) to purchase shares of common stock of the Corporation, and any related transfer of shares of common stock of the Corporation to the Corporation for the purpose of paying the exercise price of such options or any related transfer of shares of common stock of the Corporation for paying taxes (including estimated taxes) due as a result of the exercise of such options (or the disposition to the Corporation of any shares of restricted stock granted pursuant to the terms of any employee benefit plan or restricted stock purchase agreement); provided, that for the avoidance of doubt, the underlying shares of common stock of the Corporation shall continue to be subject to the restrictions on transfer applicable to the Lock-up Shares;

(c) transfers for the net settlement of restricted stock units settled in shares of common stock of the Corporation to pay any tax withholding obligations; provided, that for the avoidance of doubt, the underlying shares of common stock of the Corporation shall continue to be subject to the restrictions on transfer applicable to the Lock-up Shares; or

(d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock of the Corporation; provided, that such plan does not provide for any transfers of shares of common stock of the Corporation during the Lock-up Period;

provided, further, that, with respect to each of (a), (b), (c) and (d) above, no filing by any party (including any donor, donee, transferor, transferee, distributor or distributee) under the Exchange Act (other than (i) a filing at any time on a Form 5 or (ii) a filing after the expiration of the Lock-up Period on a Schedule 13D or Schedule 13G (or Schedule 13D/A or Schedule 13G/A)), or other public

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announcement shall be required or shall be made voluntarily in connection with such transfer during the Lock-up Period (other than in respect of a required filing under the Exchange Act in connection with the exercise of an option to purchase shares of common stock of the Corporation following such individual’s termination of service relationship (including service as a director) with the Corporation that would otherwise expire during the Lock-up Period, provided that reasonable notice shall be provided to the Corporation prior to any such filing).

4.6.3. Notwithstanding the other provisions set forth in this Section 4.6, the Board may, in its sole discretion, determine to waive, amend, or repeal the Lock-up obligations set forth herein.

4.6.4. For purposes of this Section 4.6:

(a) the term “Lock-up Period” means the period beginning on the closing date of the Renovacor Transaction and ending on the date that is six (6) months following the closing date of the Renovacor Transaction;

(b) the term “Lock-up Shares” means the shares of the common stock of the Corporation issued to the Lock-up Holders pursuant to the Merger Agreement upon the closing of the Renovacor Transaction (together with any other equity securities of the Corporation the Lock-up Holder holds of record or beneficially as of the effective date of these bylaws; provided, however, that the Lock-up Shares shall not include any shares of common stock of the Corporation that the Lock-up Holders subscribe for and purchase from the Corporation in the private placement of the Corporation’s common stock at $10.00 per share which closed contemporaneously with the Renovacor Transaction);

(c) the term “Permitted Transferees” means, prior to the expiration of the Lock-up Period, any person or entity to whom such Lock-up Holder is permitted to transfer such shares of common stock prior to the expiration of the Lock-up Period pursuant to 4.6.2; and

(d) the term “Transfer” means to sell, assign, transfer (including by operation of law), place a lien on, pledge, hypothecate, grant an option to purchase, distribute, dispose of or otherwise encumber, any Lock-up Shares or otherwise enter into any contract, option or other arrangement or undertaking to do any of the foregoing.

ARTICLE V

Indemnification

Section 5.1. Definitions. For purposes of this Article:

(a) “Corporate Status” describes the status of a person who is serving or has served (i) as a Director of the Corporation, (ii) as an Officer of the Corporation, (iii) as a Non-Officer Employee of the Corporation, or (iv) as a director, partner, trustee, officer, employee or agent of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, foundation, association, organization or other legal entity which such person is or was serving at the request of the Corporation. For purposes of this Section 5.1(a), a Director, Officer or Non-Officer Employee of the Corporation who is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary shall be deemed to be serving at the request of the Corporation. Notwithstanding the foregoing, “Corporate Status” shall not include the status of a person who is serving or has served as a director, officer, employee or agent of a constituent corporation absorbed in a merger or consolidation transaction with the

Corporation with respect to such person’s activities prior to said transaction, unless specifically authorized by the Board of Directors or the stockholders of the Corporation;

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(b) “Director” means any person who serves or has served the

Corporation as a director on the Board of Directors;

(c) “Disinterested Director” means, with respect to each Proceeding in respect of which indemnification is sought hereunder, a Director of the Corporation who is not and was not a party to such Proceeding;

(d) “Expenses” means all attorneys’ fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), travel expenses, duplicating costs, printing and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in connection with document review, organization, imaging and computerization, telephone charges, postage, delivery service fees, and all other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling or otherwise participating in, a Proceeding;

(e) “Liabilities” means judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement;

(f) “Non-Officer Employee” means any person who serves or has served as an employee or agent of the Corporation, but who is not or was not a Director or Officer;

(g) “Officer” means any person who serves or has served the Corporation as an officer of the Corporation appointed by the Board of Directors;

(h) “Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative; and

(i) “Subsidiary” shall mean any corporation, partnership, limited liability company, joint venture, trust or other entity of which the Corporation owns (either directly or through or together with another Subsidiary of the Corporation) either (i) a general partner, managing member or other similar interest or (ii) (A) fifty percent (50%) or more of the voting power of the voting capital equity interests of such corporation, partnership, limited liability company, joint venture or other entity, or (B) fifty percent (50%) or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other entity.

Section 5.2. Indemnification of Directors and Officers.

(a) Subject to the operation of Section 5.4 of these Bylaws, each Director and Officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), and to the extent authorized in this Section 5.2.

(1) Actions, Suits and Proceedings Other than By or In the Right of the Corporation. Each Director and Officer shall be indemnified and held harmless by the Corporation against any and all Expenses and Liabilities that are incurred or paid by such Director or Officer or on such Director’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein (other than an action by or in the right of the Corporation), which such Director or Officer is, or is

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threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

(2) Actions, Suits and Proceedings By or In the Right of the Corporation. Each Director and Officer shall be indemnified and held harmless by the Corporation against any and all Expenses that are incurred by such Director or Officer or on such Director’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein by or in the right of the Corporation, which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such

Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no indemnification shall be made under this Section 5.2(a)(2) in respect of any claim, issue or matter as to which such Director or Officer shall have been finally adjudged by a court of competent jurisdiction to be liable to the Corporation, unless, and only to the extent that, the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite adjudication of liability, but in view of all the circumstances of the case, such Director or Officer is fairly and reasonably entitled to indemnification for such Expenses that such court deems proper.

(3) Survival of Rights. The rights of indemnification provided by this Section 5.2 shall continue as to a Director or Officer after he or she has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives.

(4) Actions by Directors or Officers. Notwithstanding the foregoing, the Corporation shall indemnify any Director or Officer seeking indemnification in connection with a Proceeding initiated by such Director or Officer only if such Proceeding (including any parts of such Proceeding not initiated by such Director or Officer) was authorized in advance by the Board of Directors of the Corporation, unless such Proceeding was brought to enforce such Officer’s or Director’s rights to indemnification or, in the case of Directors, advancement of Expenses under these Bylaws in accordance with the provisions set forth herein.

Section 5.3. Indemnification of Non-Officer Employees. Subject to the operation of Section 5.4 of these Bylaws, each Non-Officer Employee may, in the discretion of the Board of Directors, be indemnified by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against any or all Expenses and Liabilities that are incurred by such Non-Officer Employee or on such Non-Officer Employee’s behalf in connection with any threatened, pending or completed Proceeding, or any claim, issue or matter therein, which such Non-Officer Employee is, or is threatened to be made, a party to or participant in by reason of such Non-Officer Employee’s Corporate Status, if such Non-Officer Employee acted in good faith and in a manner such Non-Officer Employee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 5.3 shall exist as to a Non-Officer Employee after he or she has ceased to be a Non-Officer Employee and shall inure to the benefit of his or her heirs, personal representatives, executors and administrators. Notwithstanding the foregoing, the Corporation may indemnify any Non-Officer Employee seeking indemnification in connection with a Proceeding initiated by such Non-Officer Employee only if such Proceeding was authorized in advance by the Board of Directors.

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Section 5.4. Determination. Unless ordered by a court, no indemnification shall be provided pursuant to this Article V to a Director, to an Officer or to a Non-Officer Employee unless a determination shall have been made that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal Proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Such determination shall be made by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board of Directors, (b) a committee comprised of Disinterested Directors, such committee having been designated by a majority vote of the Disinterested Directors (even though less than a quorum), (c) if there are no such Disinterested Directors, or if a majority of Disinterested Directors so directs, by independent legal counsel in a written opinion, or (d) by the stockholders of the Corporation.

Section 5.5. Advancement of Expenses to Directors Prior to Final Disposition.

(a) The Corporation shall advance all Expenses incurred by or on behalf of any Director in connection with any Proceeding in which such Director is involved by reason of such Director’s Corporate Status within thirty (30) days after the receipt by the Corporation of a written statement from such Director requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Director and shall be preceded or accompanied by an undertaking by or on behalf of such Director to repay any Expenses so advanced if it shall ultimately be determined that such Director is not entitled to be indemnified against such Expenses. Notwithstanding the foregoing, the Corporation shall advance all Expenses incurred by or on behalf of any Director seeking advancement of expenses hereunder in connection with a Proceeding initiated by such Director only if such Proceeding (including any parts of such Proceeding not initiated by such Director) was (i) authorized by the Board of Directors or (ii) brought to enforce such Director’s rights to indemnification or advancement of Expenses under these Bylaws.

(b) If a claim for advancement of Expenses hereunder by a Director is not paid in full by the Corporation within thirty (30) days after receipt by the Corporation of documentation of Expenses and the required undertaking, such Director may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and if successful in whole or in part, such Director shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such advancement of Expenses under this Article V shall not be a defense to an action brought by a Director for recovery of the unpaid amount of an advancement claim and shall not create a presumption that such advancement is not permissible. The burden of proving that a Director is not entitled to an advancement of expenses shall be on the Corporation.

(c) In any suit brought by the Corporation to recover an advancement of Expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such Expenses upon a final adjudication that the Director has not met any applicable standard for indemnification set forth in the DGCL.

Section 5.6. Advancement of Expenses to Officers and Non-Officer Employees Prior to Final Disposition.

(a) The Corporation may, at the discretion of the Board of Directors, advance any or all Expenses incurred by or on behalf of any Officer or any Non-Officer Employee in connection with any Proceeding in which such person is involved by reason of his or her Corporate Status as an Officer or Non-Officer Employee upon the receipt by the Corporation of a statement or statements from such Officer or Non-Officer Employee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably

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evidence the Expenses incurred by such Officer or Non-Officer Employee and shall be preceded or accompanied by an undertaking by or on behalf of such person to repay any Expenses so advanced if it shall ultimately be determined that such Officer or Non-Officer Employee is not entitled to be indemnified against such Expenses.

(b) In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Officer or Non-Officer Employee has not met any applicable standard for indemnification set forth in the DGCL.

Section 5.7. Contractual Nature of Rights.

(a) The provisions of this Article V shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article V is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation. Neither amendment, repeal or modification of any provision of this Article V nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article V shall eliminate or reduce any right conferred by this Article V in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article V shall continue notwithstanding that the person has ceased to be a Director or Officer of the Corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes of such person.

(b) If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within sixty (60) days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article V shall not be a defense to an action brought by a Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation.

(c) In any suit brought by a Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

Section 5.8. Non-Exclusivity of Rights. The rights to indemnification and to advancement of Expenses set forth in this Article V shall not be exclusive of any other right which any Director, Officer, or Non-Officer Employee may have or hereafter acquire under any statute, provision of the Certificate or these Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise.

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Section 5.9. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer or Non-Officer Employee against any liability of any character asserted against or incurred by the Corporation or any such Director, Officer or Non-Officer Employee, or arising out of any such person’s Corporate Status, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL or the provisions of this Article V.

Section 5.10. Other Indemnification. The Corporation’s obligation, if any, to indemnify or provide advancement of Expenses to any person under this Article V as a result of such person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount such person may collect as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or enterprise (the “Primary Indemnitor”). Any indemnification or advancement of Expenses under this Article V owed by the Corporation as a result of a person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall only be in excess of, and shall be secondary to, the indemnification or advancement of Expenses available from the applicable Primary Indemnitor(s) and any applicable insurance policies.

ARTICLE VI

Miscellaneous Provisions

Section 6.1. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 6.2. Seal. The Board of Directors shall have power to adopt and alter the seal of the Corporation.

Section 6.3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the Corporation in the ordinary course of its business without director action may be executed on behalf of the Corporation by the Chairperson of the Board, if one is elected, the Chief Executive Officer, the President, the Chief Financial Officer or the Treasurer or any other officer, employee or agent of the Corporation as the Board of Directors or a committee of the Board of Directors may authorize.

Section 6.4. Voting of Securities. Unless the Board of Directors otherwise provides, the Chairperson of the Board, if one is elected, the Chief Executive Officer, the President or the Treasurer may waive notice of and act on behalf of the Corporation, or appoint another person or persons to act as proxy or attorney in fact for the Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by the Corporation.

Section 6.5. Resident Agent. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation.

Section 6.6. Corporate Records. The original or attested copies of the Certificate, Bylaws and records of all meetings of the incorporators, stockholders and the Board of Directors and the stock transfer books, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each, may be kept outside the State of Delaware and shall be kept at the principal office of the Corporation, at an office of its counsel, at an office of its transfer agent or at such other place or places as may be designated from time to time by the Board of Directors.

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Section 6.7. Certificate. All references in these Bylaws to the Certificate shall be deemed to refer to the Fourth Amended and Restated Certificate of Incorporation of the Corporation, as amended and/or restated and in effect from time to time.

Section 6.8. Exclusive Jurisdiction of Delaware Courts. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the United States District Court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee, agent or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, the Certificate or the Bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine, except, in each case, any claim (A) as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within ten (10) days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than such court, or (C) for which such court does not have subject matter jurisdiction, provided that, for the avoidance of doubt, nothing in this Section 6.8 shall preclude the filing of claims in the federal district courts of the United States of America under the Securities Act of 1933, as amended, or any successor thereto or under the Exchange Act, or any successor thereto. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 6.8.

Section 6.9. Amendment of Bylaws.

(a) Amendment by Directors. Except as provided otherwise by law, these Bylaws may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the directors then in office.

(b) Amendment by Stockholders. These Bylaws may be amended or repealed at any Annual Meeting, or special meeting of stockholders called for such purpose in accordance with these Bylaws, by the affirmative vote of at least sixty-six and two thirds percent (66 2/3%) of the outstanding shares entitled to vote on such amendment or repeal, voting together as a single class; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of the majority of the outstanding shares entitled to vote on such amendment or repeal, voting together as a single class. Notwithstanding the foregoing, stockholder approval shall not be required unless mandated by the Certificate, these Bylaws, or other applicable law.

Section 6.10. Notices. If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the DGCL.

Section 6.11. Meeting Attendance via Remote Communication Equipment. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders entitled to vote at an Annual Meeting or special meeting of stockholders and proxy holders not physically present at an Annual Meeting or special meeting of stockholders may, by means of remote communication:

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(a) participate in a meeting of stockholders; and

(b) be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (B) the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such votes or other action shall be maintained by the Corporation.

Section 6.12. Waivers. A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in such a waiver.

Adopted September 2, 2021 and effective as September 2, 2021.

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Exhibit 10.1

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[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

LICENSE AGREEMENT

This License Agreement (“Agreement”) is made effective on the date of the last signature by and between Temple University - Of The Commonwealth System Of Higher Education (hereinafter referred to as “TEMPLE”), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, having a principal place of business at 1801 N. Broad St, Conwell Hall Rm 401, Philadelphia, Pennsylvania 19122 and Renovacor, Inc., (hereinafter referred to as “COMPANY”), a corporation organized and existing under the laws of the State of Delaware, having a principal place of business at 136 Knightsbridge Road, Wynnewood, PA 19096.

WHEREAS, TEMPLE is the owner of the entire right and interest in the United States patent applications and patents listed in Exhibit A attached hereto and incorporated herein by reference, and technical information pertaining to “Methods of using BAG3 technology to treat heart muscle and cardiovascular disease:” and

WHEREAS, COMPANY desires to obtain an exclusive worldwide license under the aforementioned patent applications and patents and non-exclusive worldwide license to technical information related thereto;

NOW, THEREFORE, in consideration of the premises and of the covenants and obligations hereinafter set forth, and intending to be legally bound, the parties hereby agree as follows:

ARTICLE 1. DEFINITIONS

The following definitions shall apply throughout this Agreement:

1.1. “AFFILIATE” shall mean each and every business entity controlling, controlled by or under common control with COMPANY for the purposes of manufacture, use or sale of LICENSED PRODUCT. For purposes of this definition “control” shall mean ownership, directly or indirectly, of at least fifty percent (50%) of the voting stock.

1.1A. “AGREEMENT” has the meaning ascribed to it in the Recitals.

1.1B. “COMPANY” has the meaning ascribed to it in the Recitals.

1.2. “CONFIDENTIAL INFORMATION” shall mean any information disclosed or tangible property supplied by one party to the other pursuant to this Agreement provided that information disclosed in writing shall be deemed CONFIDENTIAL INFORMATION only if marked “Confidential” and information disclosed orally shall be deemed CONFIDENTIAL INFORMATION only if reduced to writing and a copy marked “Confidential” is provided to the receiving party within thirty (30) days of the date of oral disclosure. However, CONFIDENTIAL INFORMATION shall not include information that: (i) was known to the receiving party prior to the date of disclosure by the disclosing

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party or is developed independently of information received from the disclosing party by those who have not had access to this information; or (ii) is lawfully received in good faith at any time by the receiving party from others lawfully in possession of the same and having the right to disclose the same; or (iii) is, as of the date of receipt, in the public domain or subsequently enters the public domain other than by reason of acts or omissions of the receiving party; or (iv) is independently developed by the receiving party, as evidenced by written records.

1.2A. “COST OF GOODS” means (a) the fully-allocated cost of manufacturing a product (calculated in accordance with United States Generally Accepted Accounting Principles), including the direct and indirect cost of any raw materials, packaging materials and labor (including the cost of employee benefits) utilized in such manufacturing (including formulating, filling, finishing, labeling and packaging, as applicable) plus factory overhead costs (fixed and variable) allocated to the relevant product, in accordance with normal accounting practices for all products manufactured in the applicable facility or (b) the amount paid for a product manufactured by a third party.

1.2B. “COSTS AND EXPENSES” has the meaning ascribed to it in Paragraph 9.7.

“EFFECTIVE DATE” shall mean the date of last signature in this Agreement.

1.3A. “EMA” means the European Medicines Agency, or any successor thereto.

1.3B. “FDA” means the United States Food and Drug Administration, or any successor thereto.

1.3. “FIELD OF USE” shall mean the diagnosis, prevention or treatment of diseases in humans.

1.4A. “FIRST COMMERCIAL SALE” of LICENSED PRODUCT means any transfer for value in an arms-length transaction to an independent third-party distributor, agent or end user in a country after obtaining all approvals or authorizations from applicable regulatory authorities required for the manufacture, importation, marketing, promotion, pricing, reimbursement and sale of the LICENSED PRODUCT in such country.

1.4B. “FULLY-BURDENED BASIS” means that the research and development expenses concerning the LICENSED PRODUCTS paid to LICENSEE by a SUBLICENSEE (as described in Paragraph 5.3) shall include facilities costs (including rent, depreciation, utilities, insurance, taxes, repairs and maintenance), freight and communications expenses, supervisory costs and costs of administrative support, but shall not include expenses that are not primarily associated with research, pre-clinical development or development functions of LICENSEE, including (a) salaries and benefits of executive officers (unless primarily involved in research, pre-clinical development or development activities), (b) administrative support for such officers, and (c) all costs of the finance, purchasing, legal (including both in-house and outside counsel), business development and corporate development functions (collectively, such excluded expenses are “GENERAL CORPORATE OVERHEAD”.

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In the event that GENERAL CORPORATE OVERHEAD cannot be calculated on a LICENSED PRODUCT-by-LICENSED PRODUCT basis, such excluded expenses be calculated by multiplying: (i) the aggregate GENERAL CORPORATE OVERHEAD incurred by LICENSEE’s business for all pharmaceutical products that shall be calculated correspondingly according to the formula set forth in this paragraph; by (ii) a fraction, (x) the numerator of which is the NET SALES for such LICENSED PRODUCT; and (y) the denominator of which is the total NET SALES of all products of LICENSEE’s pharmaceutical business that shall be calculated correspondingly according to the formula for NET SALES under this Agreement.

1.4C. “FULLY DILUTED BASIS” means the total number of shares of LICENSEE’s issued and outstanding common stock, assuming: (a) the conversion of all issued and outstanding securities convertible into common stock; (b) the exercise of all issued and outstanding warrants or options, regardless of whether then exercisable; and (c) the issuance, grant, and exercise of all securities reserved for issuance pursuant to any LICENSEE stock or stock option plan then in effect.

1.4D. “HUMAN EFFICACY PROOF-OF-CONCEPT CLINICAL TRIAL” means a PHASE I EXPANSION CLINICAL TRIAL OR PHASE II CLINICAL TRIAL designed to test some measure of efficacy of the drug in question

1.4E. “IND” means an investigational new drug application, as defined in the United States Federal Food, Drug and Cosmetic Act of 1938 and applicable regulations promulgated thereunder, as amended from time to time, or any equivalent document filed with the United States Food and Drug Administration and necessary for beginning clinical trials of any product in humans or any application or other documentation filed with any regulatory authority of a country other than the United States prior to beginning clinical trials of any product in humans in that country.

1.4. “INVENTOR” shall mean, singly or collectively, Dr. Arthur Feldman and any other TEMPLE faculty identified on a patent application within the PATENT RIGHTS.

1.5. “LICENSED PRODUCT” shall mean any product the making, using, importing or selling of which, absent the license granted under this Agreement, would infringe (including contributory or inducement) a VALID CLAIM contained in the PATENT RIGHTS.

1.6. LICENSED PROCESS shall mean any process or method that, absent the license granted under this Agreement, would infringe (including contributory or inducement) a VALID CLAIM contained in the PATENT RIGHTS or uses a LICENSED PRODUCT.

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1.7. “LICENSEE” shall mean COMPANY and its AFFILIATES.

1.8. “NET SALES” shall mean [***].

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1.9. “PATENT RIGHTS” shall mean the United States patent applications and patents listed in Exhibit A and any foreign counterparts thereof, or any continuations, continuations-in-part, divisions, re-issues, additions, renewals or extensions thereof, and any patents (including letters patent and supplementary protection certificates) issuing therefrom.

1.10A. “PHASE I CLINICAL TRIAL” means for the purpose of obtaining regulatory approval a study in humans the purpose of which is preliminary determination of safety of a Product in healthy individuals or patients that would satisfy the requirements of 21 C.F.R. 312.21(a).

1.10B. “PHASE I EXPANSION CLINICAL TRIAL” means a study in humans the purpose of which is further determination of safety and preliminary determination of signs of efficacy of a LICENSED PRODUCT in patients of defined disease parameters after the initial completion of a Phase 1 dose escalation study.

1.10C. “PHASE II CLINICAL TRIAL” means for the purpose of obtaining regulatory approval a study in humans of the safety, dose range and efficacy of a LICENSED PRODUCT that is prospectively designed to generate sufficient data to commence a Phase III Clinical Trial that would satisfy the requirements of 21 C.F.R. 312.21(b).

1.10D. “PHASE III CLINICAL TRIAL” means a controlled study in humans of the efficacy and safety of a LICENSED PRODUCT that is prospectively designed to demonstrate statistically whether such LICENSED PRODUCT is effective and safe for use in a particular indication in a manner sufficient to obtain regulatory approval to market such LICENSED PRODUCT that would satisfy the requirements of 21 C.F.R. 312.21(c).

1.10E. “QUALIFIED FINANCING” has the meaning ascribed to it in Paragraph 4.1.

1.10F. “REGULATORY APPROVAL” means, for any country, those authorizations by the appropriate national, supra-national, regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity with authority over (a) the distribution, importation, exportation, manufacture, production, use, storage, transport, clinical testing or sale of a LICENSED PRODUCT, including the FDA and the EMA, or (b) setting the price and/or reimbursement for a LICENSED PRODUCT, in such country.

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1.10. “SALE” shall mean any transaction for which consideration is received by LICENSEE or by its SUBLICENSEES for the sale, lease, license, transfer or other disposition of LICENSED PRODUCT or LICENSED PROCESS or for use or license of LICENSED PRODUCT or LICENSED PROCESS by LICENSEE or by its SUBLICENSEE.

1.11. “SUBLICENSEE” shall mean a third party which is granted a sublicense under any of the rights granted by TEMPLE to LICENSEE under this Agreement, including but not limited to any sublicensee of LICENSEE, any sublicensee of a sublicensee of LICENSEE, and so on.

1.11A. “SUBLICENSE CONSIDERATION” has the meaning ascribed to it in Paragraph 5.3.

1.11B. “SUBSCRIPTION AGREEMENT” has the meaning ascribed to it in Paragraph 4.1.

1.11C. “SUCCESSFUL COMPLETION” shall mean a clinical trial milestone means that LICENSEE, or a SUBLICENSEE, and/or a regulatory authority (e.g., FDA in US), as the case may be, has determined that the clinical trial does not need to be repeated and that additional clinical data is not required with respect thereto in order to initiate the next clinical trial or file a BLA, as the case may be.

1.12. “TECHNICAL INFORMATION” shall mean any research data, designs, formulae, process information, and any other data or information pertaining to any invention claimed in the PATENT RIGHTS which is (a) disclosed by Dr. Arthur Feldman under Paragraph

3.4 or (b) contained in a pending application for PATENT RIGHTS, which is necessary or useful to LICENSEE in furtherance of the development, manufacture or commercialization of LICENSED PRODUCT. TECHNICAL INFORMATION shall also include the assays, reagents and materials listed in Exhibit A.

1.13A. “TEMPLE” has the meaning ascribed to it in the Recitals.

1.13. “VALID CLAIM” shall mean (i) a claim of an issued patent, which claim has not expired and has not been held unenforceable, unpatentable or invalid by unappealable decision of a court or other governmental agency of competent jurisdiction; or (ii) a claim of a pending patent application, which claim has not been formally terminated or abandoned, without right of appeal, without issuance of a patent, or which has not been in active prosecution for more than ten (10) years without issuance of a patent. For purposes of clarification, if a claim in an application has been pending for more than seven (7) years from its filing date, and a patent subsequently issues containing such claim, then upon issuance of the patent, the claim shall thereafter be considered a VALID CLAIM.

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ARTICLE 2. CONFIDENTIALITY

2.1. The party receiving CONFIDENTIAL INFORMATION from the other party pursuant to this Agreement (“RECEIVING PARTY”) shall: (i) hold all such CONFIDENTIAL INFORMATION in strict confidence; (ii) not use said CONFIDENTIAL INFORMATION except as provided in this Agreement; and (iii) not disclose, directly or indirectly, said CONFIDENTIAL INFORMATION to others except with the prior written consent of the disclosing party. The RECEIVING PARTY shall use at least the same degree of care to maintain CONFIDENTIAL INFORMATION secret as the RECEIVING PARTY uses in maintaining secret its own confidential information, but always at least a reasonable degree of care. The RECEIVING PARTY shall restrict disclosure of CONFIDENTIAL INFORMATION solely to those of its employees and consultants having a need to know such CONFIDENTIAL INFORMATION in order to accomplish the purposes of this Agreement. The RECEIVING PARTY may also disclose CONFIDENTIAL INFORMATION to the extent such disclosure is (a) made in response to a valid and final order or subpoena of a court of competent jurisdiction or other governmental body of a country or any political subdivision thereof of competent jurisdiction; provided, that RECEIVING PARTY provides the other party with prior written notice of such disclosure (if practicable) in order to permit the other party to seek a protective order or other confidential treatment of such CONFIDENTIAL INFORMATION; and provided further that any CONFIDENTIAL INFORMATION so disclosed will be limited to that information that is legally required to be disclosed in such response to such court or governmental order or subpoena; (b) otherwise required by applicable law; provided, that RECEIVING PARTY provides the other party with prior written notice of such disclosure (if practicable) in order to permit the other party to seek a protective order or confidential treatment of such CONFIDENTIAL INFORMATION; and provided further that any CONFIDENTIAL INFORMATION so disclosed will be limited to that information that is legally required by applicable law to be disclosed.

2.2. Notwithstanding any of the provisions of Paragraph 2.1, LICENSEE (as a RECEIVING PARTY) shall be entitled, without TEMPLE’s prior written approval, to disclose any CONFIDENTIAL INFORMATION of TEMPLE: (i) to the United States Food and Drug Administration (FDA) or any other national, supra-national, regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity, but only to the extent required by law or regulation to obtain approval to test or market LICENSED PRODUCT or LICENSED PROCESS; (ii) to agents, consultants, independent contractors, subcontractors, sublicensees and prospective sublicensees of LICENSEE to whom such disclosure is reasonably necessary or useful in connection with such LICENSEE’s activities as contemplated in this Agreement provided that, prior to any such disclosure, the recipient shall be bound by written confidentiality obligations that are at least as strict as those of LICENSEE under this Agreement; and (iii) to collaborators, potential collaborators, contract research organizations, business partners, investors, potential investors, acquirors, potential acquirors, lenders and potential lenders provided that, prior to any such disclosure, the recipient shall be bound by written confidentiality obligations that are at least as strict as those of LICENSEE under this Agreement.

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2.3. The RECEIVING PARTY shall, upon written request by the disclosing party, promptly return all written materials or samples of tangible property received hereunder, with the exception that one copy of said written materials may be retained by the RECEIVING PARTY solely for archival purposes. In the alternative, the RECEIVING PARTY shall destroy all materials and confirm such destruction in writing.

2.4. With the exception of TECHNICAL INFORMATION provided pursuant to Paragraph 3.4 (in the case of LICENSEE as a RECEIVING PARTY) and reports delivered pursuant to Paragraphs 6.2, 6.3, and 7.2 (in the case of TEMPLE as a RECEIVING PARTY) neither party shall be required to receive any CONFIDENTIAL INFORMATION from the other party and neither party, as a disclosing party, shall be required to disclose its CONFIDENTIAL INFORMATION to the other party except as provided in Paragraphs 3.4, 6.2, 6.3 and 7.2, as applicable. The terms and provisions of this Agreement shall be considered the CONFIDENTIAL INFORMATION of both parties.

2.5. Notwithstanding any other provision of this Agreement, it is recognized by LICENSEE that TEMPLE, through the INVENTOR, shall have the right to publish or present publicly the results of any research concerning the PATENT RIGHTS or TECHNICAL INFORMATION. However, TEMPLE and the INVENTOR agree to notify LICENSEE in writing of any such proposed publication or presentation thirty (30) days before submission. Should LICENSEE, within thirty (30) days of such notification, advise TEMPLE and the INVENTOR in writing that it wishes TEMPLE to file one or more patent applications pertaining to information contained in the proposed publication or presentation, TEMPLE shall delay submission until after TEMPLE has made such filing. LICENSEE may also request deletion of sensitive information from the proposed publication, and TEMPLE agrees to give good faith consideration to such a request.

ARTICLE 3. GRANT OF LICENSE RIGHTS

3.1. TEMPLE hereby grants to LICENSEE (i) an exclusive license under PATENT RIGHTS and (ii) a non-exclusive license under the TECHNICAL INFORMATION, with the right to grant sublicenses through multiple tiers, to make, have made, use, sell, offer for SALE and import LICENSED PRODUCT or LICENSED PROCESS in all countries of the world in the FIELD OF USE.

3.2. Notwithstanding the preceding license grant, TEMPLE shall retain rights to practice the PATENT RIGHTS for non-commercial educational and research purposes only, and shall be free to grant these rights to other non-profit educational and research institutions.

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3.3. The parties acknowledge that inventions in PATENT RIGHTS may have resulted from United States Government funding, and agree that their rights and obligations under this Agreement shall be subject to TEMPLE’s obligations to the United States Government under Title 35 Sections 200-204 of the United States Code and the implementing regulations, if any, which arise out of the receipt by TEMPLE of research funding from the United States Government, in which case LICENSEE agrees that LICENSED PRODUCT sold in the United States under this Agreement shall be manufactured substantially in the United States.

3.4. At LICENSEE’s request prior to execution of this Agreement, TEMPLE, acting through Dr. Feldman, shall use reasonable efforts to disclose/transfer to LICENSEE, within thirty (30) days after the EFFECTIVE DATE, any TECHNICAL INFORMATION beyond that disclosed in the patent applications for the PATENT RIGHTS which is then known to Dr. Feldman and which he reasonably believes is necessary or useful for LICENSEE in furtherance of the development, manufacture or marketing of LICENSED PRODUCT.

ARTICLE 4. EQUITY

4.1. In consideration of the license granted to LICENSEE under the terms of this Agreement, on the EFFECTIVE DATE, LICENSEE shall issue to TEMPLE a number of shares of common stock equal to [***] of the of the stock of LICENSEE on a FULLY DILUTED BASIS as of the EFFECTIVE DATE. All shares issued to TEMPLE shall be issued pursuant to a Stock Subscription Agreement between LICENSEE and the recipient of the shares in substantially the form attached as Exhibit C (the “SUBSCRIPTION AGREEMENT”). TEMPLE shall also become party to the Additional Transaction Documents (as defined in the SUBSCRIPTION AGREEMENT).

4.2. Reserved.

4.3. Reserved.

ARTICLE 5. PAYMENTS

5.1. (a) In consideration of the license granted to LICENSEE under the terms of this Agreement, LICENSEE shall pay TEMPLE, commencing with the FIRST COMMERCIAL SALE of LICENSED PRODUCT in any country, royalties by country for the most recent three-month period then ended with respect to LICENSED PRODUCT or LICENSED PROCESS covered by a VALID CLAIM of PATENT RIGHTS equal to [***] of NET SALES. LICENSEE shall pay TEMPLE royalties with respect to NET SALES of LICENSED PRODUCT or LICENSED PROCESS that is not covered by a VALID CLAIM of PATENT RIGHTS in the country where the sale is made but is covered by a VALID CLAIM of PATENT RIGHTS in another country at a rate equal to [***] of NET SALES.

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(b) LICENSEE shall pay royalties with respect to each LICENSED PRODUCT or LICENSED PROCESS on a country by country basis (i) until the expiration or revocation or complete rejection of the last to expire or to be revoked or to be completely rejected of any VALID CLAIM covering such LICENSED PRODUCT or LICENSED PROCESS in the country in which the LICENSED PRODUCT or LICENSED PROCESS is sold, or (ii) if no VALID CLAIM exists in the country where the sale is made, until 10 years from the FIRST COMMERCIAL SALE of such LICENSED PRODUCT or LICENSED PROCESS in such country.

(c) If LICENSEE, in its reasonable judgment, elects to pay one or more third parties for patented technology to avoid infringement by a LICENSED PRODUCT or a LICENSED PROCESS or the manufacture of a LICENSED PRODUCT of such third party patent(s), LICENSEE may, beginning from the date of such third party license, deduct 50% of the amounts paid to such third party under such licenses from the amounts payable to TEMPLE, provided that such deductions shall in the aggregate reduce by no more than 50% the royalties otherwise due TEMPLE with respect to such LICENSED PRODUCT or LICENSED PROCESS.

5.2. In further consideration of the license granted to LICENSEE under the terms of this Agreement, LICENSEE shall pay to TEMPLE, within thirty (30) days of the EFFECTIVE DATE and on or before each anniversary of the EFFECTIVE DATE thereafter, a non-refundable administrative fee of [***]. This administrative fee payment shall not be creditable against any other payments due to TEMPLE under the terms of this Agreement.

5.3. In further consideration of the license granted to LICENSEE under the terms of this Agreement, LICENSEE shall pay to TEMPLE a percentage of all consideration, which LICENSEE receives from its SUBLICENSEES, including but not limited to option or sublicense fees, option or sublicense maintenance fees and milestone payments but excluding any consideration for: (a) royalties on products sales paid to LICENSEE by a SUBLICENSEE based upon NET SALES by the SUBLICENSEE (royalties on product sales by SUBLICENSEES will be treated as if LICENSEE made the sale of such product); (b) equity investments in LICENSEE stock by a SUBLICENSEE up to the amount of the fair market value of the equity purchased on the date of the investment; (c) research and development expenses concerning the LICENSED PRODUCTS paid to LICENSEE by a SUBLICENSEE in a bona fide transaction calculated on a FULLY BURDENED BASIS; (d) loan proceeds paid to LICENSEE by a SUBLICENSEE in an arm’s length, full recourse debt financing; and (e) reimbursement of out-of-pocket patent prosecution and maintenance expenses for PATENT RIGHTS paid by LICENSEE (collectively, “SUBLICENSE CONSIDERATION”). The applicable percentage of SUBLICENSE CONSIDERATION payable to TEMPLE shall be (i) [***] if the sublicense is entered into prior to filing of the first IND for the LICENSED PRODUCT or LICENSED PROCESS; (ii) [***] if the sublicense is entered into after

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the filing of the first IND for a LICENSED PRODUCT or LICENSED PROCESS but prior to the completion of the first HUMAN EFFICACY PROOF OF CONCEPT CLINICAL TRIAL for a LICENSED PRODUCT or LICENSED PROCESS; and (iv) [***] if the sublicense is entered into after completion of the first HUMAN EFFICACY PROOF OF CONCEPT CLINICAL TRIAL for a LICENSED PRODUCT or LICENSED PROCESS.

5.4. LICENSEE shall pay TEMPLE the following milestone payments within forty five (45) days following the occurrence of each of the milestone events listed below. Milestones shall be due for the first LICENSED PRODUCT that achieves the particular milestone regardless of the number of LICENSED PRODUCTS that achieve such milestone; provided that if the first LICENSED PRODUCT does not achieve any milestone(s), such non-achieved milestones shall be paid on any subsequent LICENSED PRODUCT that achieves such milestone. In the event that a milestone payment is received by LICENSEE from a SUBLICENSEE for attaining any of the milestones listed below, LICENSEE shall pay to TEMPLE an amount equal to the greater of (i) the amount due under Paragraph 5.3 in respect of the applicable milestone, or (ii) the applicable milestone payment listed immediately below:


Milestone Event	Payment
(1) Regulatory Approval for the LICENSED PRODUCT in the U.S. or in France, Germany, Italy or the U.K	$	[***]
(2) First Commercial Sale of LICENSED PRODUCT in the U.S. or in France, Germany, Italy or the U.K.	$	[***]
(3) first achievement of NET SALES in a calendar year of at least $50,000,000	$	[***]
(4) first achievement of NET SALES in a calendar year of at least $250,000,000	$	[***]
(5) first achievement of NET SALES in a calendar year of at least $1,000,000,000	$	[***]

The Milestone payments are non-refundable and non-creditable. LICENSEE shall provide TEMPLE with prompt written notice upon each occurrence of a milestone event, but in no event will such notice be given to TEMPLE more than thirty (30) days after LICENSEE becomes aware of the achievement of such milestone.

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ARTICLE 6. DUE DILIGENCE AND REPORTING

6.1. LICENSEE shall use commercially reasonable efforts to develop and bring to market, at least one LICENSED PRODUCT or LICENSED PROCESS for commercial use and to effect its commercialization as soon as practicable, in a manner consistent with the efforts normally used by similarly situated biotechnology companies with respect to a product to which such companies hold similar rights which is of similar market potential at a similar stage in the development or life of such product, taking into account issues of safety, efficacy, product profile, the competitiveness of the marketplace, the proprietary position of the product, the regulatory structure involved, profitability of the product and other relevant commercial factors; thereafter, during the term of this Agreement, LICENSEE shall use such commercially reasonable efforts to keep LICENSED PRODUCT reasonably available to the public.

6.2. The development and commercialization of LICENSED PRODUCT shall be made substantially according to the plan outlined in Exhibit B, which is attached hereto and is incorporated herein by reference. A determination of LICENSEE’S satisfaction of its diligence obligations shall be made with reference to LICENSEE’s satisfaction in a timely manner of the following milestones: (i) COMPANY shall have a signed term sheet for a QUALIFIED FINANCING on or before the date that is 6 months after the EFFECTIVE DATE, (ii) COMPANY shall complete a dose-ranging study of a LICENSED PRODUCT in an animal study within 24 months after the closing of a QUALIFIED FINANCING, (iii) COMPANY shall file an IND for a LICENSED PRODUCT within 4 years after the closing of a QUALIFIED FINANCING.

6.3. On or before September 30 of each year during the term of this Agreement, LICENSEE shall provide to TEMPLE a written report detailing LICENSEE’s efforts during the previous year and plans for the current year, relating to the development, regulatory approval, manufacturing and marketing of LICENSED PRODUCT. If progress differs in any substantive manner from that anticipated in the plan of Exhibit B, LICENSEE shall explain in the report the reasons for the difference.

ARTICLE 7. STATEMENTS AND REMITTANCES

7.1. LICENSEE shall keep and maintain complete books and records containing an accurate accounting in sufficient detail of all data required to enable verification of earned royalties and other payments due hereunder.

7.2. Within sixty (60) days after the end of each calendar quarter, LICENSEE shall remit to TEMPLE a statement of NET SALES by LICENSEE and by its SUBLICENSEES on account for such quarter, which statement shall be accompanied by the payment due to TEMPLE pursuant to Paragraph 5.1 on account of NET SALES for such quarter. Payments due to TEMPLE pursuant to Paragraph 5.3 on account of consideration received by LICENSEE from SUBLICENSEES during any calendar quarter shall be paid by LICENSEE to TEMPLE within sixty (60) days of the end of such calendar quarter. Milestone payments due to TEMPLE pursuant to Paragraph 5.4 upon achieving the therein listed milestones shall be paid by LICENSEE to TEMPLE within sixty (60) days of the end calendar quarter in which the milestone has been achieved.

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7.3. The financial statements of LICENSEE and of its SUBLICENSEES shall be audited annually by an independent certified public accountant. TEMPLE shall have the right to retain, at its own expense, an independent certified public accountant of its own selection to whom LICENSEE shall make no unreasonable objection, to examine the books and records of LICENSEE and its SUBLICENSEES relating to the SALE of LICENSED PRODUCT or use or sublicense of LICENSED PROCESS for the purpose of verifying the amount of royalty payments due. Such examination of books and records of LICENSEE and its SUBLICENSEES shall take place during regular business hours during the term of this Agreement and for two (2) years after its termination, provided however, that such an examination shall not take place more than once a year and shall not cover records for more than the preceding three (3) years, and provided that such accountant shall report to TEMPLE only as to the accuracy of the royalty statements and payments. If such accountant shall find an underpayment to TEMPLE, presentation of a written statement substantiating the underpayment shall be provided to LICENSEE. If LICENSEE is not in agreement with the findings of the accountant selected by TEMPLE, then LICENSEE shall so notify TEMPLE in writing within thirty (30) days of receipt by LICENSEE of said findings, in which case the parties shall jointly appoint, within a further period of thirty (30) days, an independent certified public accountant to validate, at LICENSEE’s expense, TEMPLE’s accountant’s findings, and the decision of said independent accountant shall be final. If said independent accountant verifies that an underpayment has occurred, the amount due and interest (accruing at the prevailing Prime Rate from the date payment was due through the date of actual payment to TEMPLE) shall be paid to TEMPLE within thirty (30) days. Should such underpayment represent more than [***] of the royalties due TEMPLE, LICENSEE shall reimburse TEMPLE for the cost of the examination by TEMPLE’s accountant that disclosed such underpayment.

7.4. All payments due to TEMPLE under this Agreement shall be made in United States dollars and shall be sent by LICENSEE to TEMPLE to the attention of “Business Manager” at the address shown in Paragraph 15.7. If LICENSEE receives NET SALES or other payments in currency other than United States dollars, payments due to TEMPLE on account of such NET SALES or other payments shall be converted into United States dollars at the conversion rate for the foreign currency as published in the eastern edition of The Wall Street Journal as of the last business day of the calendar quarter in which such payment is received by LICENSEE. However, TEMPLE shall have the right, upon giving written notice to LICENSEE, to receive royalty payments on account of NET SALES within a particular country in the local currency if permitted by law and subject to TEMPLE having the appropriate banking arrangements to receive such payment in such currency.

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7.5. If LICENSEE fails to make any undisputed payment due to TEMPLE within the time prescribed by the terms of this Agreement, a penalty equal to [***] of the amount due and unpaid on the first day of each calendar month shall be added to the amount due. However, the provisions of this Paragraph 7.5 shall not apply to any underpayment of royalties which is uncovered by audit of the books of LICENSEE or its SUBLICENSEES pursuant to Paragraph 7.3.

ARTICLE 8. REPRESENTATIONS AND WARRANTIES

8.1. TEMPLE represents that it has the right to enter into this Agreement and to make the herein grant of license under PATENT RIGHTS and TECHNICAL INFORMATION. TEMPLE further represents that it is the sole and exclusive owner of PATENT RIGHTS and TECHNICAL INFORMATION, all of which are free and clear of any liens, charges and encumbrances. To the best of TEMPLE’s knowledge, no third party has expressed to TEMPLE, in writing, that any patent or patent application included in the PATENT RIGHTS is invalid or unenforceable.

8.2. TEMPLE makes no warranty that exercise by LICENSEE or its SUBLICENSEES of the rights granted herein will not infringe any patents owned by a third party, or that any patent application within PATENT RIGHTS will issue as a patent.

8.3. LICENSEE warrants that, except as provided in Exhibit D, prior to the execution of this Agreement, it has not negotiated or in any manner discussed, whether formally or informally, with any third party any agreement or other arrangement, including but not limited to research or consulting agreements, which provides for consideration to be paid in any form, including but not limited to amounts of money or shares of stock, to any INVENTOR, any INVENTOR’s spouse or other relative, or any entity in which any of them has a financial interest.

8.4. TEMPLE, including its trustees, officers, employees students and agents, makes no representations, extends no warranties of any kind, either express or implied, including but not limited to the implied warranties of merchantability or fitness for a particular purpose, and assumes no responsibilities whatever with respect to design, development, manufacture, use, sale or other disposition by LICENSEE or SUBLICENSEES of LICENSED PRODUCTS or LICENSED PROCESSES.

8.5. LICENSEE, and SUBLICENSEES assume the entire risk as to performance of LICENSED PRODUCTS and LICENSED PROCESSES. In no event shall TEMPLE, including its trustees, fellows, officers, employees and agents, be responsible or liable for any direct, indirect, special, incidental, or consequential damages or lost profits or other economic loss or damage with respect to LICENSED PRODUCTS or LICENSED PROCESSES, to LICENSEE, SUBLICENSEES or any other individual or entity regardless of legal or equitable theory.

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ARTICLE 9. PATENT PROSECUTION AND LITIGATION

9.1. LICENSEE shall, in consultation with TEMPLE, using patent counsel mutually acceptable to each of TEMPLE and LICENSEE, be responsible for the preparation and prosecution of all patent applications and the maintenance of all patents within PATENT RIGHTS, to the extent permitted by law, in all countries designated in writing by LICENSEE during the term of this Agreement. Except as provided in Paragraph 9.3, LICENSEE shall be responsible for all out-of-pocket costs and expenses incurred by TEMPLE, both prior to and during the term of this Agreement, in the preparation, filing and prosecution of all patent applications, and in the maintenance of all patents within PATENT RIGHTS. Such expenses shall include but not be limited to, expenses for the preparation, filing and prosecution of all U.S. and international non-provisional, provisional, and PCT patent applications, and any expenses incurred for the maintenance of any U.S., foreign and PCT patents, and in the prosecution or defense of any and all reissues, re-examinations, interferences, derivation proceedings, inter partes reviews, post grant reviews, oppositions, nullity proceedings and the like within PATENT RIGHTS. The aggregate costs incurred as of May 22, 2019 are $205,167.58 Such costs and expenses shall not be creditable against any other payments due to TEMPLE under this Agreement. Patent counsel will notify TEMPLE and provide TEMPLE copies of any official communications from United States and foreign patent offices relating to prosecution of the PATENT RIGHTS, as well as copies of relevant communications to the various patent offices so that TEMPLE may be informed and apprised of the continuing prosecution of PATENT RIGHTS. TEMPLE will have reasonable opportunities to participate in key decisions affecting filing, prosecution and maintenance of the PATENT RIGHTS, including, without limitation, opportunity to review and provide comment on amendments and responses in the course of the prosecution of PATENT RIGHTS. LICENSEE will consider in good faith TEMPLE’s reasonable suggestions regarding said prosecution. LICENSEE will use reasonable efforts to amend any patent application to include claims reasonably requested by TEMPLE in order to cover a LICENSED PRODUCT. Except as otherwise provided in Paragraphs 9.3 and 9.4, any differences between LICENSEE and TEMPLE with respect to preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction; provided that if the parties cannot resolve such differences through good faith discussions within thirty (30) days, TEMPLE’s decision shall control.

9.2. LICENSEE shall make all payments due to TEMPLE pursuant to Paragraph 9.1 within thirty (30) days of receipt of a detailed invoice therefor. TEMPLE, in its sole discretion, may elect to have its patent counsel submit such invoices directly to LICENSEE, in which case LICENSEE shall pay TEMPLE’s patent counsel directly.

9.3. LICENSEE may give TEMPLE thirty (30) days’ prior written notice that it will stop paying the costs and expenses with respect to any patent application or patent in any country, in which case TEMPLE, at its option, may assume the obligation of supporting such patent application or patent in such country, and LICENSEE’s rights and obligations

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thereto under this Agreement shall terminate at the end of such notice period in such country. Termination of LICENSEE’s rights and obligations with respect to any patent application or patent in any country pursuant to this Paragraph 9.3 shall in no way affect the rights and obligations of LICENSEE to the same patent application or patent in any other country or to any other patent application or patent in any country.

9.4. If TEMPLE files patent applications in countries other than those designated by LICENSEE in accordance with Paragraph 9.1 following the procedures specified in Paragraph 9.1, TEMPLE shall bear all the costs associated with such additional patent application filings, and such applications in such countries and any patents granting therefrom shall not be included within PATENT RIGHTS. TEMPLE shall then be free to license such patents and patent applications in such countries to others.

9.5. LICENSEE, at its option, may defend any claim, made by others, of patent infringement resulting from the manufacture, use, sale or other disposition of LICENSED PRODUCT or LICENSED PROCESS, whether such claim shall be made against TEMPLE or LICENSEE, and in defending such claim, LICENSEE shall bear all costs and expenses, including reasonable attorneys’ fees, incurred in connection with any such claim. Any such costs and expenses shall be credited against fifty percent (50%) of royalty payments due to TEMPLE on account of NET SALES of said LICENSED PRODUCT and LICENSED PROCESS, pursuant to Paragraph 5.1, in each year during the term of this Agreement until fully offset. Each party to this Agreement agrees that it shall notify the other party in writing in the event any claim of infringement is made against that party. LICENSEE shall have full control over the conduct of the defense of any such claim and TEMPLE shall provide LICENSEE with all reasonable assistance and cooperation, at no cost to TEMPLE, that LICENSEE may request in any such defense.

9.6. In the event either party becomes aware of any actual or threatened infringement of PATENT RIGHTS in any country or if a third-party files a declaratory judgment action with respect to any PATENT RIGHTS in any country, that party shall promptly notify the other party in writing. LICENSEE shall have the first right to bring an infringement suit against the infringer or defend any declaratory judgment action initiated by such third party and to use TEMPLE’s name if legally required in connection therewith. LICENSEE shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on TEMPLE or grants any rights under PATENTS RIGHTS or TECHNICAL INFORMATION, without TEMPLE’s written consent. If LICENSEE does not proceed with a particular infringement suit or attempt to sublicense the infringer or does not initiate a defense of a third party declaratory judgement action within ninety (90) days of notification, TEMPLE, after notifying LICENSEE in writing, shall be entitled to proceed with such suit or defense action through counsel of its choice. The party conducting any suit pursuant to this Paragraph 9.6 shall have full control over its conduct and shall be responsible for all expenses associated therewith. Each party shall always have the right to be represented by counsel of its choice and at its own expense in any suit instituted by the other party for infringement or defense of a declaratory judgment action. In any event,

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the parties shall provide each other, at the expense of the party bringing suit or defense action, with all reasonable assistance and cooperation requested in any such suit or defense action. At the request and expense of the party bringing suit, the other party shall permit access to all relevant personnel, records, papers, information, samples, specimens, and the like during regular business hours. The parties may also jointly participate in any infringement suit or defense action if both parties agree to do so in writing in advance, and set forth the basis for sharing of expenses.

9.7. The amount of any recovery resulting from an infringement suit or settlement thereof pursuant to Paragraph 9.6 shall first satisfy the costs and expenses, including reasonable attorneys’ fees, incurred in connection with such suit by the party bringing suit (“COSTS AND EXPENSES”). If LICENSEE is the party bringing suit, any recovery in excess of COSTS AND EXPENSES shall be shared with TEMPLE as follows: (a) any payment for past sales and any royalties payable in respect of future sales will be deemed NET SALES, and LICENSEE will pay TEMPLE royalties at the rates specified in Paragraph 5.1; (b) any SUBLICENSING CONSIDERATION payment for future sales will be deemed a payment under a sublicense and will be shared as specified in Paragraph 5.3; (c) any amount awarded in respect of willful infringement shall be shared equally between LICENSEE and TEMPLE; and (d) LICENSEE and TEMPLE will negotiate in good faith appropriate compensation to TEMPLE for any non-cash settlement or non-cash cross-license. If TEMPLE is the party bringing suit, any recovery in excess of COSTS AND EXPENSES shall be paid to and retained by TEMPLE in its entirety.

ARTICLE 10. INDEMNIFICATION

10.1. LICENSEE agrees to indemnify, hold harmless, and defend TEMPLE, its trustees, officers, employees and agents against any and all claims, liabilities or damages, including legal fees and costs, arising out of any third party claims, suits or actions resulting from arising out of or related to the exercise of any rights granted LICENSEE under this Agreement or the breach of this Agreement by LICENSEE OR ITS SUBLICENSEES, including any damages, losses or liabilities for death or injury to person or damage to property arising, directly or indirectly, from commercial sale, sublicense and clinical use of LICENSED PRODUCT or LICENSED PROCESS by LICENSEE, its SUBLICENSEES or any customers of any of them in any manner whatsoever. To receive the benefit of indemnification under Paragraph 10.1, TEMPLE must (a) give LICENSEE written notice of any claim(s) related to LICENSED PRODUCT or LICENSED PROCESS for which it seeks indemnification under this Paragraph 10.1 within thirty (30) days, provided that the failure to give such notice shall not affect the rights of such TEMPLE indemnitee under this Paragraph 10.1 unless, and then solely to the extent that, such failure actually and materially prejudices the rights of LICENSEE; and (b) reasonably cooperate with LICENSEE and its insurance carrier in the defense or settlement of any such claim(s) (at LICENSEE’s expense); and (c) tender to LICENSEE (and its insurance carrier) full authority to defend or settle the claim or suit, subject to the limitation set forth below with respect to settlement by LICENSEE. LICENSEE shall

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keep the TEMPLE indemnitees informed on a current basis of its defense of any claims or suits under this Paragraph 10.1. LICENSEE will not settle any claim or suit against TEMPLE indemnitees without TEMPLE’s written consent where (1) such settlement would include any admission of liability or admission of wrong doing on the part of the indemnified party, or (2) such settlement would not include an unconditional release of TEMPLE indemnitees from all liability for claims that are the subject matter of the settled claim. LICENSEE has no obligation to indemnify TEMPLE indemnitees’ in connection with any settlement made without LICENSEE’s written consent.

10.2. LICENSEE shall maintain, during the period that any LICENSED PRODUCT or LICENSED PROCESS is made, used, sold or otherwise made available to others pursuant to this Agreement, Comprehensive General Liability Insurance, including broad form and contractual liability, in a minimum amount of $2,000,000 combined single limit per occurrence and in the aggregate; (b) prior to the commencement of human clinical trials involving LICENSED PRODUCTS or LICENSED PROCESS, clinical trials coverage in a minimum amount of $5,000,000 combined single limit per occurrence and in the aggregate; and (c) prior to the first SALE of the LICENSED PRODUCT, Product Liability Insurance in a minimum amount of five million dollars ($5,000,000.00) per occurrence and in the aggregate. All insurance shall be maintained with a reputable and financially secure insurance carrier(s) to cover the activities of LICENSEE and its SUBLICENSEES. Such insurance shall name TEMPLE, its affiliates and respective trustees, officers, employees, and agents as additional insureds. LICENSEE shall furnish a Certificate of Insurance, upon request, evidencing coverage of two million dollars ($2,000,000.00) with thirty (30) days of written notice of cancellation or material change to TEMPLE. LICENSEE’s insurance shall be written to cover claims incurred, discovered, manifested, or made during the term, or after the expiration, of this Agreement. LICENSEE shall at all times comply, through insurance or self-insurance, with all statutory workers’ compensation and employers’ liability requirements covering any and all employees with respect to activities performed under this Agreement.

ARTICLE 11. SUBLICENSES

11.1. LICENSEE shall have the right to enter into sublicense agreements, provided that all applicable material terms of this Agreement are incorporated into such sublicense agreements to provide for the protection of TEMPLE and its trustees, officers, employees and agents, and provided further that LICENSEE remains primarily liable for its obligations under this Agreement. TEMPLE agrees to enter into good faith discussions if and when any specific terms and conditions prevent a reasonable sublicensing transaction from being executed. Sublicenses granted in accordance with this Agreement shall survive termination of this Agreement pursuant to Paragraphs 13.3, 13.4, 13.5 or 13.6, provided the SUBLICENSEE agrees in writing that: (i) TEMPLE is entitled to enforce all relevant provisions of such sublicense agreement directly against such SUBLICENSEE; and (ii) TEMPLE shall not assume, and shall not be responsible to such SUBLICENSEE for, any representations, warranties or obligations of LICENSEE to such SUBLICENSEE, other

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than to permit such SUBLICENSEE to exercise any rights to PATENT RIGHTS that are sublicensed under such sublicense consistent with the terms of this Agreement. All payments due to LICENSEE from such SUBLICENSEEs under the sublicense will remain payable to LICENSEE, but LICENSEE shall be required to promptly remit to TEMPLE the amounts due TEMPLE in accordance with the provisions of Paragraphs 5.1, 5.3 and 5.4 of this Agreement, as applicable, which provisions shall remain applicable to LICENSEE in spite of the termination of this Agreement.

ARTICLE 12. ASSIGNMENT

12.1. This Agreement and any and all of the rights and obligations of LICENSEE hereunder shall not be assigned, delegated, sold, transferred or otherwise disposed of, by operation of law or otherwise, without the prior written consent of TEMPLE provided, however, that subject to compliance with Paragraph 12.2, LICENSEE may assign this Agreement without consent of TEMPLE to a third party as part of a sale or change of control, regardless of whether such a sale or change of control occurs through an asset sale, stock sale, merger or other combination, or any other transfer of: (a) LICENSEE’s entire business; or (b) that part of LICENSEE’s business that exercises all rights granted under this Agreement. For the avoidance of doubt, it is understood and agreed that for purposes of this Article 12 a change of control shall not include (i) the grant of a sublicense or (ii) any transaction or series of related transactions effected primarily for the purpose of providing financing to LICENSEE or (iii) any transaction or series of related transactions effected primarily for the purpose of reincorporating in another jurisdiction. Any assignment in violation of this Article 12 shall be null and void.

12.2. As a condition to the assignment of this Agreement by LICENSEE in connection with a sale or change of control pursuant to Paragraph 12.1, LICENSEE shall: (a) provide TEMPLE with thirty (30) days prior written notice of the assignment (which notice may be pre-conditioned upon TEMPLE entering into a non-disclosure agreement with the assignee and (if the assignee is a publicly traded company) an agreement to refrain from trading in the assignee’s securities during the period prior to the date when the assignment becomes publicly available information), and (b) pay to TEMPLE an assignment fee of [***]. Further, Temple’s approval shall be required if Temple has not been reimbursed its PATENT EXPENSES.

ARTICLE 13. TERM AND TERMINATION

13.1. This Agreement shall become effective upon EFFECTIVE DATE, and unless sooner terminated in accordance with any of the provisions herein, shall remain in full force during the life of the last to expire patents under PATENT RIGHTS. If mutually desired, the parties may negotiate for an extension of this Agreement. Upon the termination of the Agreement, LICENSEE shall have the right to sell the remainder of the LICENSED PRODUCT on hand, provided the SALES will be subject to the royalty payments of this Agreement as outlined in Article 5.

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13.2. LICENSEE may, in LICENSEE’s sole discretion and for any reason whatsoever, terminate this Agreement in its entirety or only with respect to any patent application or patent in any country by giving TEMPLE ninety (90) days’ prior written notification thereof. In addition, LICENSEE may terminate this Agreement by giving TEMPLE sixty (60) days’ prior written notice upon material breach by TEMPLE of any material provision of this Agreement, unless such breach is cured within the period of such notice. For purposes of this Paragraph 13.2 the material provisions of this Agreement are Paragraphs 2.1, 2.3-2.4, 3.1, 3.4, 8.1 and 10.1 (second sentence).

13.3. TEMPLE may terminate this Agreement at any time by giving LICENSEE ninety (90) days’ prior written notification in the event that LICENSEE has failed to meet in a timely manner any of the milestones listed in Paragraph 6.2.

13.4. TEMPLE may terminate this Agreement by giving LICENSEE sixty (60) days’ prior written notice upon material breach of any material provision of this Agreement by LICENSEE, unless such breach is cured within the period of such notice. However, the notice period shall be only thirty (30) days for any breach by LICENSEE for non-payment of undisputed monies due to TEMPLE under this Agreement. For purposes of this Paragraph 13.4 the material provisions of this Agreement are Paragraphs 2.1-2.4, 3.1, 4.1, 5.1-5.4, 6.1-6.3, 7.1-7.5, 8.3, 9.1-9.2, 9.4-9.5, 10.1-10.2, 11.1, 12.1-12.2 and 14.

13.5. In the event that, in any calendar year, TEMPLE has given LICENSEE at least two (2) written notices pursuant to Paragraph 13.4, each such notice pertaining to a separate instance of material breach by LICENSEE of the same material provision of this Agreement that required LICENSEE to take action to cure, then TEMPLE may give LICENSEE written notice of termination of this Agreement upon any subsequent instance of material breach by LICENSEE of said material provision in said calendar year, and the termination shall take effect sixty (60) days from the date of notice, without regard to whether a cure was effected.

13.6. TEMPLE may terminate this Agreement, upon written notice, if LICENSEE files a voluntary petition in bankruptcy, makes or executes an assignment for the benefit of creditors of all or substantially all of its assets, or files in any court or agency a petition for the appointment of a receiver, trustee, liquidator, sequestrator or other judicial representative for LICENSEE or its property, or if LICENSEE is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition is not dismissed within ninety (90) days after the filing thereof. In such event, that party shall execute any documents that are necessary to reassign or transfer the interest granted hereunder.

13.7. Upon termination of this Agreement, TEMPLE shall have the right to retain any amounts already paid by LICENSEE under this Agreement, and LICENSEE shall pay to TEMPLE all amounts accrued which are then due or which become due based on the SALE of LICENSED PRODUCT, manufactured or produced or license, sublicense or use of LICENSED PRODUCT prior to the effective date of termination.

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13.8. The provisions of Article 1 (entitled DEFINITIONS), Article 2 (entitled CONFIDENTIALITY), Article 10 (entitled INDEMNIFICATION) and Article 14 (entitled PATENT MARKING), and Paragraphs 7.3, 7.5, 11.1, 15.2, 15.3, 15.4, 15.5 and 15.7 shall survive the termination of this Agreement.

ARTICLE 14. PATENT MARKING

14.1. LICENSEE agrees to mark or have marked all LICENSED PRODUCT sold by LICENSEE or by its SUBLICENSEES under this Agreement in accordance with the statutes of the United States and countries and territories relating to the marketing of patented articles in which any LICENSED PRODUCT covered by a granted patent is marketed.

ARTICLE 15. MISCELLANEOUS

15.1. Each party and its employees and agents shall not use the other party’s name, any adaptation thereof, any logotype, trademark, service mark or slogan or the name mark or logotype in any way without the prior, written consent of the other party.

15.2. This Agreement shall be construed and the respective rights of the parties hereto determined according to the substantive laws of the Commonwealth of Pennsylvania, notwithstanding the provisions governing conflict of laws under such Pennsylvania law to the contrary. The parties agree that any dispute arising out of this Agreement may be resolved by recourse to the courts of the Commonwealth of Pennsylvania or the United States District Court for the Eastern District of Pennsylvania.

15.3. If any provision of this Agreement is held to be invalid or unenforceable under the laws of any jurisdiction of the parties, all other provisions shall, nevertheless continue in full force and effect.

15.4. This Agreement, together with the SUBSCRIPTION AGREEMENT and the Additional Transaction Documents (as defined therein), constitutes the entire agreement among the parties pertaining to PATENT RIGHTS and TECHNICAL INFORMATION and supersedes all previous arrangements, except for confidentiality agreements, whether written or oral. Any amendment, waiver or modification to this Agreement shall be made in writing signed by both parties. Failure of either party to enforce a right under this Agreement shall not act as a waiver of that right and shall not preclude such party from later asserting that right relative to the particular situation involved.

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15.5. Any breach whatsoever of any provision of Article 4 (entitled EQUITY), Article 5 (entitled PAYMENTS) and Article 7 (entitled STATEMENTS AND REMITTANCES) shall be deemed a material breach of a material provision of this Agreement.

15.6. Time is of the essence under this Agreement.

15.7. All notices, requests, reports, and other communications provided in this Agreement shall be in writing and addressed as follows:


To TEMPLE:		Director
		Office of Technology Commercialization
		Temple University
		1801 N. Broad St, Conwell Hall Room 401
		Philadelphia, PA 19122

With copy to:		Temple University Office of University Counsel
		1330 West Polett Walk, Suite 300
		Philadelphia, PA 19122
		Attention: University Counsel

To LICENSEE:		Renovacor, Inc.
		136 Knightsbridge Road
		Wynnewood, PA 19096
		Attn: President

Either party may change its address for notice by giving notice to the other in the manner herein provided. Notices, requests, reports, and other communications provided in this Agreement, properly addressed according to the paragraph above, shall be deemed to have been made or given: (i) when delivered, if delivered by hand; (ii) when confirmation of transmission received, if sent by facsimile, or the like; (iii) on the day following deposit with an overnight courier; or (iv) on the date three business days following deposit with the United States mail, certified or registered.

All notices, requests, reports, and other communications provided in this Agreement shall be in writing and shall be deemed to have been made or given: (a) when delivered, if delivered by hand; (b) when confirmation of transmission received, if sent by facsimile, or the like; (c) on the day following deposit with an overnight courier; or (d) on the date three business days following deposit with the United States mail, certified or registered.

[THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date set forth below.

Temple University - Of The Commonwealth System Of Higher Education:

/s/ Jaison G. Kurichi

DATE: August 12, 2019

Jaison G. Kurichi

Associate Vice President for Budget

Renovacor, Inc.:

/s/ Magdalene Cook

DATE: August 12, 2019

Name: Magdalene Cook, MD

Title: Chief Executive Officer

[Signature Page to License Agreement]

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Exhibit A

PATENT RIGHTS

[***]

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Exhibit B

DEVELOPMENT AND COMMERCIALIZATION PLAN

[***]

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Exhibit C

SUBSCRIPTION AGREEMENT

[***]

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Exhibit D

LICENSEE DISCUSSIONS WITH INVENTOR

[***]

Exhibit 10.2

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SPONSORED

RESEARCH AGREEMENT

THIS AGREEMENT (“Agreement”), effective this 12th day of August, 2019 (“Effective Date”), by and between Temple University – Of the Commonwealth System of Higher Education (hereinafter referred to as “University”) and Renovacor, Inc., a Delaware corporation, having a principal place of business at: 136 Knightsbridge Road, Wynnewood, PA 19096 (hereinafter referred to as “Sponsor”).

RECITALS:

1. The research program contemplated by this Agreement is of mutual interest and benefit to University and Sponsor, will further the multiple missions of University (Instruction, Research, and Public Service) in a manner consistent with its status as a non-profit, tax-exempt, educational institution, and may derive benefits for Sponsor, University, and society by the advancement of science and engineering through discovery;

2. Sponsor has expressed a desire to engage University to create or enhance technologies that will assist in Sponsor’s development and commercialization of new products and/or processes;

3. University’s research capabilities reflect a substantial public investment which University, as a part of its mission, wishes to utilize in a cooperative and collaborative research effort with Sponsor in order to meet the above stated needs; and

4. Sponsor and University have entered into a license agreement (“License Agreement”) that provides for the license by University to Sponsor of certain technology that University has developed that is directed to research contemplated by this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth below, the parties hereto agree to the following:

Article 1 – Definitions

As used herein, the following terms shall have the following meanings:

1.1 “Project” shall mean the research described in Appendix A hereof, under the direction of Arthur Feldman, MD, Ph.D. (hereinafter referred to as “Principal Investigator”).

1.2 “Project Intellectual Property” shall mean all inventions, discoveries, know-how, techniques, methodologies, modifications, improvements, works of authorship, designs and data (whether or not protectable under patent, copyright, trade secrecy or similar laws) that are conceived, created, discovered, developed, and/or reduced to practice or tangible medium of expression (a) by one or more technicians, scientists, students or post doctoral fellows of University or (b) jointly by one or more technicians, scientists, students or post doctoral fellows of University and one or more consultants or employees of Sponsor in the performance of the Project and resulting patents, divisions, continuations, or substitutions of such applications and all reissues thereof and copyrightable materials, including computer software. In instances where University has less than complete ownership of such intellectual property or is limited with respect to its ability to assign or license the same due to possible rights of Sponsor or the federal government, Project Intellectual Property will include only the property that University has the right to assign or license.

Page 1 of 15

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1.3 “Proprietary Information” shall mean any written information and data marked proprietary or non-written information and data disclosed which is identified at the time of disclosure as proprietary and is reduced to writing and transmitted to the other party within sixty (60) days of such non-written disclosure.

1.4 “Agreement” has the meaning ascribed to it in the preamble.

1.5 “Effective Date” has the meaning ascribed to it in the preamble.

1.6 “License Agreement” has the meaning ascribed to it in the recitals.

1.7 “Period of Performance” has the meaning ascribed to it in Article 2.

1.8 “Sponsor” has the meaning ascribed to it in the preamble.

1.9 “Sponsor Technology” shall mean all discoveries, inventions, know-how, trade secrets, techniques, methodologies, modifications, improvements, works of authorship, designs and data (whether or not protectable under patent, copyright, trade secrecy or similar laws) that are conceived, discovered, developed, created or reduced to practice or tangible medium of expression solely by consultants (other than those consultants that are also affiliated with University in connection with the Project) or employees of Sponsor at any time prior to the Effective Date, or concurrent with and unrelated to the Project.

1.10 “University” has the meaning ascribed to it in the preamble.

Article 2 - Period of Performance

This Agreement shall become effective on the Effective Date, and shall expire on the third anniversary of the Effective Date (hereinafter referred to as “Period of Performance”) unless terminated sooner pursuant to Article 11 or extended in accordance with the next sentence. This Agreement may be extended or renewed only by the parties’ mutual written agreement, executed by an authorized representative of both parties.

Article 3 - Research Work

University shall commence the performance of Project on the first day of Period of Performance and shall use reasonable best efforts to perform Project substantially in accordance with the terms and conditions of this Agreement and the research plan established by the Principal Investigator. Sponsor and University have discussed and will agree on the research plan for the Project but the performance of the Project will be controlled by University. University shall furnish facilities (including laboratory space and equipment) necessary to carry out its obligations under this Agreement.

Article 4 - Reports

The Principal Investigator shall keep and maintain adequate records containing laboratory and pre-clinical data generated in the course of the Project to enable him to furnish complete and accurate information to Sponsor regarding the Project activities and results. Principal Investigator shall be available to confer by telephone with Sponsor, as reasonably appropriate, and shall furnish Sponsor with reasonably-detailed semi-annual written reports regarding Project to Sponsor describing the results and actual expenses of the research performed pursuant to the Project during the term of this Agreement. Each report shall be delivered to Sponsor within forty-five (45) days following September 30 and March 31, commencing October 31, 2019.

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Sponsor may, upon ten (10) days prior written notice to University and Principal Investigator and at times and places mutually agreed and subject to University’s then-applicable security procedures, enter University’s premises during normal hours of operation to examine and make copies of University and Principal Investigator’s records relating to the Project to verify compliance by University and Principal Investigator with the terms of this Agreement. Any such examination and copying shall be paid for by Sponsor and shall be scheduled and conducted so as to reasonably minimize the disruption of University’s research operations.

During the term of this Agreement, Principal Investigator will meet with representatives of Sponsor at times and places mutually agreed upon but no less often than semi-annually to discuss the progress and results, as well as any proposed changes relating to the Project.

Article 5 - Fiscal Considerations

5.1 This is a cost reimbursable agreement. Total cost to Sponsor shall not exceed [***] for the 3-year Period of Performance. Subject to the provisions of Article 10 and Article 11, Sponsor shall provide University [***] in funding for each year of the 3-year term. Payments shall be made by Sponsor according to the schedule set forth in Appendix B. Prior to the commencement of each funding period, Sponsor shall pay University the amount budgeted for such period according to Appendix B. If in any period, actual expenditures by University exceed the amount set forth in Appendix B for the period, the overrun will be carried forward for the next period and paid for from the next payment. If in any period actual expenditures are less than the amount set forth in Appendix B for the period, the underrun may be applied to the expenses of the subsequent period(s) by University but shall not reduce the amount due University from Sponsor for the subsequent period(s). Subject to the provisions of Article 11.3, upon termination of this Agreement or the Project prior to expiration of the term, University shall return to Sponsor any amounts paid to University by Sponsor which exceed University’s actual expenses for the Project where such amounts cannot be applied to a subsequent quarter as provided above.

5.1A University shall closely monitor expenditures, in accordance with its institutional policies, to ensure that the funds provided by Sponsor are spent in accordance with this Agreement. University shall have the right to re-budget Project funds between cost categories and annual budgets as deemed necessary by University and the Principal Investigator.

5.1B University shall keep and maintain adequate books and records to furnish complete, detailed and accurate information to Sponsor regarding calculation of the amounts expended by University on the Project and any budget deviations, according to the provisions of Article 5.1.

5.1C University and Sponsor agree that during the term of this Agreement Sponsor shall be the sole source of direct financial support for the Project. University and Sponsor further agree and acknowledge that University shall not be restricted at any time from pursuing or accepting financial support for the performance of research which is not undertaken pursuant to the scope of work for the Project.

5.2 University shall retain title to any equipment purchased with funds provided by Sponsor under this Agreement.

5.3 In the event of early termination of this Agreement pursuant to Article 11 hereof, Sponsor shall pay all reasonable costs and non-cancelable commitments incurred by University as of the date of termination.

Article 6 - Publicity

Neither party to this Agreement will use the name of the other party, nor of any member of the other party’s employees, in any publicity, advertising, or news release without the prior written approval of an authorized representative of that party.

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Article 7 - Publication

7.1 It is the purpose of this clause, in conjunction with Article 8 - Confidentiality, to balance Sponsor’s need to protect commercially feasible technologies, products, or processes with University’s public responsibility to freely disseminate scientific findings for the advancement of knowledge. University recognizes that the public dissemination of information based upon research performed under this Agreement cannot contain Proprietary Information nor should it jeopardize Sponsor’s ability to commercialize Project Intellectual Property developed hereunder. Further, University acknowledges that commercially sensitive information related to the design or composition of specified products or processes is not of general interest, while its confidentiality may be critical to the commercialization of said products or processes. Similarly, Sponsor recognizes that the scientific results of Project must be publishable and, subject to the confidentiality provisions of the Agreement, may be presented in forums such as symposia or international, national or regional professional meetings, or published in vehicles such as books, journals, websites, theses, or dissertations.

7.2 University agrees not to publish or otherwise disclose Proprietary Information. Sponsor agrees that University, subject to review by Sponsor, shall have the right to publish results of Project which are not proprietary to the design or composition of specified products or processes derived from Project. Sponsor shall be furnished copies of any proposed publication or presentation at least thirty (30) days before submission of such proposed publication or presentation. During that time, Sponsor shall have the right to review the material for Proprietary Information provided by Sponsor and to assess the patentability of any invention described in the proposed publication or presentation. If Sponsor decides that a patent application should be filed, the publication or presentation shall be delayed an additional sixty (60) days or until a patent application is filed, whichever is sooner. At Sponsor’s request, Proprietary Information provided by Sponsor shall be deleted.

Article 8 - Confidentiality

8.1 Prior to disclosure of Proprietary Information to University by Sponsor, Sponsor shall notify Principal Investigator of its intent to disclose Proprietary Information; and Principal Investigator shall have the right to decline receipt of said information. Proprietary Information disclosed to University shall be sent only to Principal Investigator and not to other University personnel.

8.2 Each party to this Agreement agrees to treat Proprietary Information received from the other party with a substantially similar degree of care to the degree of care with which it treats its own Proprietary Information, but in no event, with less than a reasonable degree of care, and further agrees not to disclose such Proprietary Information to a third party without prior written consent from the party disclosing Proprietary Information.

8.3 The foregoing obligations of non-disclosure do not apply to Proprietary Information which:

(a) was known to the recipient prior to the disclosure hereunder;

(b) was received from a third party not under an obligation of confidence to recipient;

(c) is publicly available at the time of disclosure hereunder or subsequently entered the public domain without the fault of the recipient;

(d) has been independently developed by an employee of recipient that has not had access directly or indirectly to Proprietary Information of the disclosing party, and recipient can substantiate any claim of independent development by written evidence; or

(e) is required to be disclosed by a government agency or court of competent jurisdiction; provided that the recipient notifies the disclosing party of any such disclosure request, if allowable by law, and, if the disclosing party informs recipient that the disclosing party opposes the request for disclosure, then recipient shall (at disclosing party’s expense) support any of disclosing party’s reasonable efforts to oppose such request and shall disclose disclosing party’s Proprietary Information only in the event of a final judgment or administrative order requiring such disclosure, and only to the extent necessary to comply with such request.

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8.4 Unless otherwise agreed to in writing, neither party hereto shall have any obligation of confidentiality under this Agreement after the earlier of the seventh anniversary of (a) the conclusion date of the Period of Performance or (b) the date this Agreement is terminated in accordance with Article 11.

8.5 After the expiration of any obligation of confidentiality under this Agreement, upon written request from Sponsor, University shall promptly return (at Sponsor’s sole expense) all Proprietary Information, provided, however, that University may retain one copy of the Proprietary Information for archival purposes, and that such Proprietary Information shall remain subject to the terms and conditions of this Agreement.

Article 9 - Intellectual Property

9.1 The purpose of this clause is to balance Sponsor’s ability to reasonably exploit, with due competitive advantage, the commercial viability of technologies, products, or processes with University’s responsibility to ensure the broadest public benefit from the results of University research. University recognizes that one of the prime reasons Sponsor has entered this Agreement is an effort to secure, through the creation or enhancement of technologies, a market position with regard to its products or processes. At the same time, Sponsor recognizes that University has an obligation to utilize the knowledge and technology generated by University research in a manner which maximizes societal benefit and economic development and which provides for the education of graduate and undergraduate students.

9.2 University will promptly disclose to Sponsor in writing any Project Intellectual Property. Such disclosure shall be sufficiently detailed for Sponsor to assess the commercial viability of the technology and shall be provided and maintained by Sponsor in confidence pursuant to the terms of Article 8.

9.3 Within sixty (60) days from the date Sponsor receives notification of the existence of particular Project Intellectual Property, Sponsor shall confer with University as to appropriate protection for such Project Intellectual Property and whether Sponsor will assume responsibility for the expenses associated with filing for patent or other protection for such Project Intellectual Property. If Sponsor notifies University that it does not wish to pay the expenses in respect of any Project Intellectual Property, University may license such Project Intellectual Property to third parties and University shall have the sole right with respect to the filing and prosecution of patent applications and the maintenance of patents in respect of such Project Intellectual Property in accordance with the provisions of Article 9.5.

If Sponsor notifies University that it does wish to assume responsibility for the expenses associated with filing for patent or other protection for such Project Intellectual Property. such Project Intellectual Property will be added to the Patent Rights (as defined in the License Agreement) and related Technical Information (as defined in the License Agreement) will be subject to the provisions of the License Agreement and the procedures to be followed with respect to the filing and prosecution of patent applications and the maintenance of patents in respect of such Project Intellectual Property shall be as set forth in Paragraph 9.1 of the License Agreement and Article 9.5 of this Agreement. The parties shall amend the License Agreement to add such Project Intellectual Property to Exhibit A or Exhibit B to the License Agreement, as applicable.

9.4 All right and title to Project Intellectual Property described in clause (a) of the Project Intellectual property definition shall be solely owned by University. All rights and title to Sponsor Technology shall be solely owned by Sponsor. All rights and title to Project Intellectual Property described in clause (b) of the Project Intellectual property definition shall be jointly owned by University and Sponsor. Ownership of Project Intellectual property shall follow inventorship and, if necessary, patent counsel mutually acceptable to the parties shall determine inventorship of all Project Intellectual Property in accordance with U. S. patent law when determining whether Project Intellectual Property is jointly owned or is owned solely by University or solely by Sponsor.

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9.5 Subject to the provisions of this Article 9.5, University shall promptly file and prosecute patent applications in respect of Project Intellectual Property after due consultation with Sponsor. With respect to Project Intellectual Property for which Sponsor notifies University that Sponsor will assume responsibility for the expenses associated with filing for patent or other protection for such Project Intellectual Property, preparation and prosecution of all patent applications in respect of such Project Intellectual Property as well as maintenance of all patents covering such Project Intellectual property shall be undertaken in accordance with the procedures specified in Paragraph 9.1 of the License Agreement. Specifically, Sponsor shall, in consultation with University, using patent counsel mutually acceptable to each of University and Sponsor, be responsible for the preparation and prosecution of all such patent applications and the maintenance of all such patents, to the extent permitted by law, in all countries designated in writing by Sponsor during the term of the License Agreement. Except as provided in Paragraph 9.3 of the License Agreement, Sponsor shall be responsible for all out-of-pocket costs and expenses incurred by University in the preparation, filing and prosecution of all such patent applications, and in the maintenance of all such patents. Such expenses shall include but not be limited to, expenses for the preparation, filing and prosecution of all U.S. and international non-provisional, provisional, and PCT patent applications, and any expenses incurred for the maintenance of any U.S., foreign and PCT patents, and in the prosecution or defense of any and all reissues, re-examinations, interferences, derivation proceedings, inter partes reviews, post grant reviews, oppositions, nullity proceedings and the like within such Patent Rights. Such costs and expenses shall not be creditable against any other payments due to University under this Agreement or the License Agreement. Patent counsel will notify University and provide University copies of any official communications from United States and foreign patent offices relating to prosecution of such patent applications, as well as copies of relevant communications to the various patent offices so that University may be informed and apprised of the continuing prosecution of such patent applications. University will have reasonable opportunities to participate in key decisions affecting filing, prosecution and maintenance of such patent applications and patents, including, without limitation, opportunity to review and provide comment on amendments and responses in the course of the prosecution of Project Intellectual Property. Sponsor will consider in good faith University’s reasonable suggestions regarding said prosecution. Sponsor will use reasonable efforts to amend any patent application to include claims reasonably requested by University in order to cover a Licensed Product (as defined in the License Agreement). Except as otherwise provided in Paragraphs 9.3 and 9.4, of the License Agreement, any differences between Sponsor and University with respect to preparation, filing, prosecution, issuance and maintenance matters for such patent applications and patents will be discussed and resolved to their mutual satisfaction; provided that if the parties cannot resolve such differences through good faith discussions within thirty (30) days, University’s decision shall control.

With respect to Project Intellectual Property for which Sponsor notifies University that Sponsor will not assume responsibility for the expenses associated with filing for patent or other protection for such Project Intellectual Property, University, University shall control the filing, prosecution and maintenance of patent applications and patents in respect of such Project Intellectual Property using counsel of University’s choice.

Article 10 - Principal Investigator

If the services of the Principal Investigator become unavailable to University for any reason, either party may terminate this Agreement using the procedure specified in Article 11.1 hereof.

Article 11 - Termination

11.1 Either party may terminate this Agreement with written notice to the other in the event the Principal Investigator becomes unavailable to perform the Project in accordance with Article 10. In addition, either party may terminate this Agreement for convenience at any time with thirty (30) days written notice to the other party.

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11.2 In the event that either party hereto shall commit any material breach of or default in any terms or conditions of this Agreement, and also shall fail to reasonably remedy such default or breach within sixty (60) days after receipt of written notice thereof, the non-breaching party may, at its option and in addition to any other remedies which it may have at law or in equity, terminate this Agreement by sending notice of termination in writing to the other party in accordance with Article 15. For purposes of this Article 11.2, University’s “material obligations” shall mean its obligations under Articles 3, 4, 5.1A, 5.1B, 8 and 9. Sponsor’s “material obligations” shall mean its obligations under Articles 5.1, 8 and 9.

11.3 If a party is unable to perform under this Agreement due to a force majeure condition (as defined in Article 18.5) for more than forty five (45) consecutive days or an aggregate ninety (90) days in any 12-month period, then the other party may terminate this Agreement with notice to the non-performing party.

11.4 Termination of this Agreement by either party for any reason shall not affect the rights and obligations of the parties accrued prior to the effective date of termination of this Agreement. Upon termination of this Agreement pursuant to Article 11.1 or termination of this Agreement by Sponsor pursuant to Article 11.2 or Article 11.3, University shall return to Sponsor any amounts paid to University by Sponsor which exceed University’s actual expenses for the Project through the date of termination.

11.5 The provisions of Articles 1, 4, 5.1A, 5.1B, 6, 7, 8, 9, 11.4, 12, 13, 14, 15, 16, 17, 18.2, 18.3, 18.6, 18.7 and 18.8 shall survive termination (including expiration) of this Agreement; provided that the provisions of Article 9 shall not survive termination of this Agreement by University pursuant to Article 11.2 based upon Sponsor’s failure to provide Project funding in accordance with Article 5.1.

Article 12 - Independent Contractor

12.1 In the performance of project, University shall be deemed to be and shall be an independent contractor. Neither party shall have any authority to make any statements, representations, or commitments of any kind, or to take any action which shall be binding on the other party, except as may be explicitly provided for herein or authorized in writing by such other party.

12.2 Neither party hereto is authorized or empowered to act as agent for the other for any purpose and shall not on behalf of the other enter into any contract, warranty, or representation as to any matter. Neither party shall be bound by the acts or conduct of the other.

Article 13 - Warranties

13.1 University represents to Sponsor that: (a) it is a corporation duly organized and validly existing under the laws of its jurisdiction of organization; (b) it has the corporate power and authority to execute, deliver and perform its obligations under this Agreement, and the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate action; (c) this Agreement has been duly executed and delivered by it: (d) this Agreement constitutes the valid and binding obligations of it, enforceable against it in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditor’s rights generally, or general principles of equity; and (e) its employees, agents and consultants are subject to written agreements requiring them to disclose and assign any Project Intellectual Property to University.

13.2 Sponsor represents and warrants to University that: (a) it is a corporation duly organized and validly existing under the laws of its jurisdiction of organization; (b) it has the corporate power and authority to execute, deliver and perform its obligations under this Agreement, and the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate action; (c) this Agreement has been duly executed and delivered by it: (d) this Agreement constitutes the valid and binding obligations of it, enforceable against it in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditor’s rights generally, or general principles of equity; and (e) its employees, agents and consultants are subject to written agreements or binding policies requiring them to disclose and assign any Project Intellectual Property or Sponsor Technology to Sponsor.

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13.3 EXCEPT AS PROVIDED UNDER ARTICLE 13.1, UNIVERSITY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE PROJECT, OR THE CONDITION OF ANY INTELLECTUAL PROPERTY, WHETHER TANGIBLE OR INTANGIBLE, CONCEIVED, DISCOVERED, OR DEVELOPED UNDER THIS AGREEMENT, OR THE OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECT OR ANY INTELLECTUAL PROPERTY. FURTHER UNIVERSITY MAKES NO EXPRESS OR IMPLIED WARRANTY THAT THE USE OF ANY INTELLECTUAL PROPERTY WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTS. UNIVERSITY SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PERSON RESULTING FROM THE PROJECT OR THE USE OF ANY INTELLECTUAL PROPERTY.

13.4 EXCEPT AS PROVIDED UNDER ARTICLE 13.2, SPONSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT. EXCEPT FOR THIRD PARTY CLAIMS UNDER ARTICLE 14, SPONSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY UNIVERSITY OR ANY OTHER PERSON RESULTING FROM THE PROJECT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY.

Article 14 – Indemnity and Insurance

14.1 Each party assumes all risks of personal injury, bodily injury including death, and property damage caused by the negligent acts or omissions of that party. Except as provided above, Sponsor shall defend, indemnify and hold harmless University its trustees, officers, employees and agents against all claims, liabilities, damages and costs (including counsel fees) arising out of any third party claims, suits or actions: (i) resulting from arising out of or related to Sponsor’s use, commercialization, or distribution of information, materials or products which result in whole or in part from the research performed pursuant to this Agreement; or (ii) that the work performed hereunder infringes third party intellectual property rights. University has no knowledge of any such claims. To receive the benefit of indemnification under this Article 14, University must (a) give Sponsor written notice of any claim(s) for which it seeks indemnification under this Article 14 within thirty (30) days, provided that the failure to give such notice shall not affect the rights of such University indemnitee under this Article 14 unless, and then solely to the extent that, such failure actually and materially prejudices the rights of Sponsor; and (b) reasonably cooperate with Sponsor and its insurance carrier in the defense or settlement of any such claim(s) (at Sponsor’s expense); and tender to Sponsor (and its insurance carrier) full authority to defend or settle the claim or suit, subject to the limitation set forth below with respect to settlement by Sponsor. Sponsor shall keep the University indemnitees informed on a current basis of its defense of any claims or suits under this Article 14. Sponsor will not settle any claim or suit against University indemnitees without University’s written consent where (1) such settlement would include any admission of liability or admission of wrong doing on the part of the indemnified party, or (2) such settlement would not include an unconditional release of University indemnitees from all liability for claims that are the subject matter of the settled claim. Sponsor has no obligation to indemnify University indemnitees’ in connection with any settlement made without Sponsor’s written consent.

14.2 Insurance. Each party will maintain insurance in an amount adequate to cover their obligations under this Agreement. It is agreed that either party may elect to maintain its coverage through its program of self-insurance. University coverage will include comprehensive general liability insurance, broad form contractual in a minimum amount of $2,000,000/$5,000,000 and professional liability in a minimum amount of $2,000,000/$3,000,000. Sponsor agrees to maintain coverage in an amount that will be adequate to cover its obligations hereunder based on commonly

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accepted industry standard for such services and for the duration of its obligations under the Agreement, including but not limited to general liability, product liability, and broad form contractual liability, if applicable, but in no event shall such coverage be less than in a minimum amount of $3,000,000/$5,000,000. Upon request, parties agree to provide the requesting party a certificate of insurance showing that such insurance is in place within 30 days of such request.

Article 15 - Notices

Notices, invoices, communications, and payments hereunder shall be deemed made if given by overnight courier or by registered or certified envelope, post prepaid, and addressed to the party to receive such notice, invoice or communication at the address given below or such other address as may hereafter be designated by notice in writing:


If to Sponsor:	Renovacor, Inc.
Name/Title	Magdalene Cook, Chief Executive Officer	Phone:	203-524-0788
Address	136 Knightsbridge Road	Fax:
City/State/Zip	Wynnewood, PA 19096	Email:	maggiecook95@gmail.com


If Technical Issue:
PI				Phone:
Title				Fax:
Campus Address				Email:
Temple University
City/State/Zip

Either party may change its address for notice by giving notice to the other in the manner herein provided. Notices, requests, reports, and other communications provided in this Agreement, properly addressed according to the paragraph above, shall be deemed to have been made or given: (i) when confirmation of transmission received, if sent by facsimile, or the like; (ii) on the day following deposit with an overnight courier; or (iii) on the date three business days following deposit with the United States mail, certified or registered.

Article 16 - Governing Law

Both parties agree to comply with all applicable federal, state, and local laws and regulations in the performance of this Project, as well as any requirements under any applicable protocol or statement of work. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania.

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Article 17 - Dispute Resolution

In the event of any claim, dispute or controversy arising under, out of, or in connection with this Agreement, the parties shall appoint a representative and negotiate in good faith for a period of not less than sixty (60) days. If the representatives of the parties have not been able to resolve the dispute within such sixty (60) days, the parties shall have the right to pursue any other remedies legally available to resolve such dispute in either the Courts of the Common Pleas of Philadelphia County of Pennsylvania or in the United States District Court for the Eastern District of Pennsylvania, to whose jurisdiction for such purposes the University and Sponsor each hereby irrevocably consents and submits.

Notwithstanding the foregoing, nothing in this clause shall be construed to waive any rights or timely performance of any obligations existing under this Agreement.

Article 18 - General Provisions

18.1 Non-assignability -- The rights and obligations of the parties under this Agreement shall not be assignable without written permission of the other party; provided that Sponsor may assign this Agreement its rights and obligations hereunder to any third party that purchases substantially all of the Sponsor’s stock or assets.

18.2 Severability -- If any provision hereof is held unenforceable or void, the remaining provisions shall be enforced in accordance with their terms.

18.3 Entire Agreement -- This Agreement contains the entire and only agreement between the parties respecting the subject matter hereof and supersedes or cancels all previous negotiations, agreements, commitments and writings between the parties on the subject of this Agreement. Should processing of this Agreement require issuance of a purchase order or other contractual document, all terms and conditions of said document are hereby deleted in entirety. This Agreement may not be amended in any manner except by an instrument in writing signed by the duly authorized representatives of each of the parties hereto. If any provision of this Agreement is held to be invalid or unenforceable under the laws of any jurisdiction of the parties, all other provisions shall, nevertheless continue in full force and effect.

18.4 Export Control Regulations -- Sponsor agrees that it shall comply with all applicable export control regulations of the United States of America. Sponsor shall be responsible for obtaining all information regarding such regulations that is necessary for Sponsor to comply with such regulations.

18.5 Force Majeure -- Neither party shall be liable for any failure to perform as required by this Agreement to the extent such failure to perform is due to circumstances reasonably beyond such party’s control, including, without limitation, labor disturbances or labor disputes of any kind, accidents, failure of any governmental approval required for full performance, civil disorders or commotions, acts of aggression, acts of God, energy or other conservation measures imposed by law or regulation, explosions, failure of utilities, mechanical breakdowns, material shortages, disease, or other such occurrences. In the event of the occurrence of such a force majeure event, the party unable to perform shall promptly notify the other party pursuant to Article 15, and use its best efforts to resume performance as quickly as possible and shall suspend performance only for such period of time as is necessary as a result of the force majeure event.

18.6 Binding Effect, Benefits. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns; nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or, as applicable, their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

18.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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18.8 Headings. The headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed in duplicate as of the day and year first above written.

[remainder of this page intentionally left blank -- signature page follows]

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TEMPLE UNIVERSITY - OF THE COMMONWEALTH SYSTEM OF HIGHER EDUCATION


By An Authorized Official of University

/s/ Jaison G. Kurichi
Name:		Jaison G. Kurichi

Title:		Associate Vice President for Budget

Date:		Aug 5, 2019

RENOVACOR, INC.



By An Authorized Official of Sponsor

/s/ Magdalene Cook

Name:		Magdalene Cook, MD

Title:		Chief Executive Officer

Date:		August 12, 2019

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APPENDIX A

PROJECT

[***]

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APPENDIX B

PROJECT BUDGET

SRA Budget

[***]

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Exhibit 10.3

Amendment No. 1 to Sponsored Research Agreement

This Amendment No. 1 (“Amendment No. 1”) is entered into effective August 27, 2019 (“Amendment Date”) and amends the Sponsored Research Agreement effective August 12, 2019 (the “Agreement”) between Temple University – Of The Commonwealth System of Higher Education (“University”) and Renovacor Inc., (“Sponsor”). University and Sponsor are referred to herein collectively as “Parties” or individually as “Party”.

WHEREAS, the Parties wish to correct a typographical error in Article 5.1 of the Agreement to align the terms of the Agreement and the project intended budget set forth in Appendix B to the Agreement; and

WHEREAS, Article 18.3 of the Agreement provides that the Agreement may not be amended in any manner except by an instrument in writing signed by the duly authorized representatives of each Party.

NOW THEREFORE, in consideration of the mutual agreements contained herein, and such other good and valuable consideration the sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Article 5.1 of the Agreement is hereby amended to read in full as follows:

“5.1 Total cost to Sponsor shall not exceed what is stated in Appendix B. Payments shall be made by Sponsor according to the schedule set forth in Appendix B. Prior to the commencement of each funding period, Sponsor shall pay University the amount budgeted for such period according to Appendix B. If in any period, actual expenditures by University exceed the amount set forth in Appendix B for the period, the overrun will be carried forward for the next period and paid for from the next payment. If in any period actual expenditures are less than the amount set forth in Appendix B for the period, the underrun may be applied to the expenses of the subsequent period(s) by University but shall not reduce the amount due University from Sponsor for the subsequent period(s). Subject to the provisions of Article 11.3, upon termination of this Agreement or the Project prior to expiration of the term, University shall return to Sponsor any amounts paid to University by Sponsor which exceed University’s actual expenses for the Project where such amounts cannot be applied to a subsequent quarter as provided above.”

Appendix B to the Agreement is hereby amended to read in full as set forth in Attachment 1 hereto.

Except as expressly amended by this Amendment No. 1, all of the terms and conditions of the Agreement are hereby ratified and confirmed and shall remain in full force and effect. The term “Agreement”, as used in the Agreement, shall henceforth be deemed to be a reference to the Agreement as amended by this Amendment No. 1.

Capitalized terms used in the Amendment No. 1 and not defined herein shall have the same meaning as set forth in the Agreement. This Amendment No. 1 may be executed in counterparts.

IN WITNESS WHEREOF, the Parties, by their duly authorized representatives, have executed this Amendment No. 1 as of the dates set forth below intending it to take effect as of the Amendment Date.


TEMPLE UNIVERSITY — OF THE COMMONWEALTH SYSTEM OF HIGHER EDUCATION		RENOVACOR, INC.

/s/ Jaison Kurichi Jaison Kurichi		/s/ Magdalene Cook Magdalene Cook
Associate Vice President for Budget		Chief Executive Officer
Date Sep 27, 2019		Date September 23, 2019

Attachment 1

APPENDIX B

PROJECT BUDGET

[***]

Exhibit 10.4

Amendment No. 2 to Sponsored Research Agreement

This Amendment No. 2 to Sponsored Research Agreement (“Amendment No. 2”) is entered into effective as of July 1, 2021 (“Amendment Date”) and amends that certain Sponsored Research Agreement effective August 12, 2019, as amended on August 27, 2019 (the Sponsored Research Agreement and first amendment collectively, the “Agreement”) between Temple University – Of The Commonwealth System of Higher Education (“University”) and Renovacor, Inc. (“Sponsor”). University and Sponsor are referred to herein collectively as “Parties” or individually as “Party”.

WHEREAS, the Parties wish to amend the terms of the Agreement to, among other things, revise the period of performance, scope of work, and the budget.

NOW THEREFORE, in consideration of the mutual agreements contained herein, and such other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

The first sentence of Article 2 of the Agreement is hereby amended and restated to read as follows:

“This Agreement shall become effective on the Effective Date, and shall expire June 30, 2024 (hereinafter referred to as “Period of Performance”) unless terminated sooner pursuant to Article 11 or extended in accordance with the next sentence.

Article 5.1 of the Agreement is hereby amended to read in full as follows:

“5.1 Total cost to Sponsor shall not exceed what is stated in Appendix B-2. Payments shall be made by Sponsor in equal monthly payments according to the schedule set forth in Appendix B-2. During each funding period, Sponsor shall pay University in equal monthly installments in advance based on the total funding for a period divided by the total months of work as set forth in Appendix B-2. If in any period, actual expenditures by University exceed the amount set forth in Appendix B-2 for the period, the overrun will be carried forward for the next period and paid for from the next payment. If in any period actual expenditures are less than the amount set forth in Appendix B-2 for the period, the underrun may be applied to the expenses of the subsequent period(s) by University but shall not reduce the amount due University from Sponsor for the subsequent period(s). For clarity, nothing in the Agreement shall require the University to incur or absorb any expenses in excess of the total funding provided by the Sponsor in Appendix B-2. Subject to the provisions of Article 11.3, upon termination of this Agreement or the Project prior to expiration of the term, University shall return to Sponsor any amounts paid to University by Sponsor which exceed University’s actual expenses for the Project where such amounts cannot be applied to a subsequent month as provided above.”

Effective as of the Amendment Date, Appendix A to the Agreement is hereby superseded in its entirety and replaced with Appendix A-1 attached to this Amendment No. 2.

Effective as of the Amendment Date, Appendix B to the Agreement is hereby superseded in its entirety and replaced with Appendix B-2 attached to this Amendment No. 2. For clarity, the intent of the Parties in revising the budget as set forth herein, among other things, is to reallocate any unencumbered funds received by University prior to the Amendment Date.

Except as expressly amended by this Amendment No. 2, all of the terms and conditions of the Agreement shall remain in full force and effect. From and after the Amendment Date, the term “Agreement”, as used in the Agreement, shall mean the Agreement as amended by this Amendment No. 2.

Capitalized terms used in this Amendment No. 2 and not defined herein shall have the same meaning as set forth in the Agreement. This Amendment No. 2 may be executed in counterparts.

<Signature Page to Follow>

IN WITNESS WHEREOF, the Parties, by their duly authorized representatives, have executed this Amendment No. 2 as of the dates set forth below intending it to have effect as of the Amendment Date.


TEMPLE UNIVERSITY – OF THE COMMONWEALTH SYSTEM OF HIGHER EDUCATION				RENOVACOR, INC.

/s/ Jaison Kurichi				/s/ Magdalene Cook, MD
Jaison Kurichi				Magdalene Cook
Associate Vice President for Budget				Chief Executive Officer
Date: Aug 18, 2021				Date: 8/16/21

APPENDIX A-1

PROJECT STARTING July 1, 2021

CONFIDENTIAL

[***]

APPENDIX B-2

PROJECT BUDGET AS OF July 1, 2021

[***]

Exhibit 10.6

Execution Version

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 2, 2021 (the “Effective Date”), is made and entered into by and among Renovacor, Inc., a Delaware corporation (f/k/a Chardan Healthcare Acquisition 2 Corp.) (the “Company”), and each of the stockholders set forth on the signature pages hereto (each, a “Stockholder” collectively, the “Stockholders”).

WHEREAS, on the Effective Date, certain Stockholders identified as the “Initial Stockholders” on Exhibit A hereto (the “Initial Stockholders”) collectively hold 2,155,661 shares of Common Stock (the “Initial Shares”) and warrants exercisable for 3,500,000 shares of Common Stock (the “Initial Warrants”), which were issued to the Initial Stockholders prior to the consummation of the Company’s initial public offering;

WHEREAS, on the Effective Date, certain of the Stockholders identified as the “Renovacor Stockholders” on Exhibit A hereto (the “Renovacor Stockholders”) have acquired an aggregate of 6,500,000 shares of Common Stock (together with any shares of Common Stock that may be issued to the Renovacor Stockholders as Earnout Consideration (as defined in the Merger Agreement), if any, collectively, the “Merger Shares”) in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 22, 2021, by and among the Company, CHAQ2 Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Renovacor Holdings, Inc. (f/k/a Renovacor, Inc.) (the “Acquired Company”), pursuant to which Merger Sub merged with and into the Acquired Company (the “Merger”), with the Acquired Company surviving the Merger as a wholly owned subsidiary of the Company; and

WHEREAS, pursuant to the terms of the Merger Agreement and the Subscription Agreements, the Company has agreed to register (i) the Initial Shares and all shares of Common Stock issuable pursuant to the exercise of the Initial Warrants, (ii) the Merger Shares and (iii) the Investment Shares for resale under the 1934 Act, and the Stockholders and the Company desire to enter into this Agreement to provide the Stockholders with certain rights relating to the registration of such securities from time to time after the Effective Date.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. CERTAIN DEFINITIONS. As used in this Agreement, the following capitalized terms used herein shall have the following meanings:

“1933 Act” means the Securities Act of 1933, as amended.

“1934 Act” means the Securities and Exchange Act of 1934, as amended.

“Acquired Company” has the meaning set forth in the Recitals.

“Agreement” has the meaning set forth in the Preamble.

“Allowed Delay” has the meaning set forth in Section 2(c)(ii).

“Availability Date” has the meaning set forth in Section 3(i).

“Block Trade” means an offering and/or sale of Registrable Securities by any Stockholder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed.

“Common Stock” means the Company’s common stock, par value $0.0001 per share.

“Company” has the meaning set forth in the Preamble.

“Cut Back Shares” has the meaning set forth in Section 2(d).

“Demand Registration” has the meaning set forth in Section 2(e)(i).

“Demanding Holders” has the meaning set forth in Section 2(e)(i).

“Demand Requesting Holder” has the meaning set forth in Section 2(e)(i).

“Effective Date” has the meaning set forth in the Preamble.

“Effectiveness Period” has the meaning set forth in Section 3(a).

“Filing Deadline” has the meaning set forth in Section 2(a)(i).

“Indemnified Party” has the meaning set forth in Section 5(c).

“Indemnifying Party” has the meaning set forth in Section 5(c).

“Initial Registration Statement” has the meaning set forth in Section 2(a)(i).

“Initial Shares” has the meaning set forth in the Recitals.

“Initial Stockholders” has the meaning set forth in the Recitals.

“Investment Shares” has the meaning set forth in the Recitals.

“Initial Warrants” has the meaning set forth in the Recitals.

“Losses” has the meaning set forth in Section 5(a).

“Maximum Number of Shares” has the meaning set forth in Section 2(e)(v).

“Merger” has the meaning set forth in the Recitals.

“Merger Agreement” has the meaning set forth in the Recitals.

“Merger Shares” has the meaning set forth in the Recitals.

“Merger Sub” has the meaning set forth in the Recitals.

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“Misstatement” has the meaning set forth in Section 3(h).

“Piggy-Back Registration” has the meaning set forth in Section 2(f)(i).

“Prospectus” means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the 1933 Act.

“Register,” “registered” and “registration” refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document.

“Registrable Securities” means (i) the Initial Shares, the Merger Shares and the Investment Shares and (ii) any shares of Common Stock that are issued pursuant to the exercise of the Initial Warrants and any other securities issued or issuable with respect to or in exchange for Initial Shares, Merger Shares or Investment Shares; provided, that, such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates or book entry positions for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction; or (v) with respect to a Stockholder, when all such securities held by such Stockholder could be sold without restriction on volume or manner of sale in any three-month period without registration under Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission).

“Registration Statement” means any registration statement filed by the Company under the 1933 Act and the rules and regulations promulgated thereunder that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, and all exhibits to and all material incorporated by reference in such Registration Statement.

“Renovacor Stockholders” has the meaning set forth in the Recitals.

“Required Stockholders” means the Stockholders holding a majority of the Registrable Securities outstanding from time to time.

“Restriction Termination Date” has the meaning set forth in Section 2(d).

“Rule 144” means Rule 144 promulgated by the SEC pursuant to the 1933 Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such rule.

“Rule 415” has the meaning set forth in Section 2(a)(i).

“SEC” means the U.S. Securities and Exchange Commission.

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“SEC Restrictions” has the meaning set forth in Section 2(d).

“Selling Stockholder” means any Stockholder electing to sell any of its Registrable Securities in a Registration.

“Selling Stockholder Questionnaire” means a questionnaire in the form attached as Exhibit B hereto, or such other form of questionnaire as may reasonably be adopted by the Company from time to time.

“Stockholder” has the meaning set forth in the Preamble.

“Stockholder Indemnified Party” has the meaning set forth in Section 5(a).

“Subscription Agreements” has the meaning set forth in the Recitals.

“Trading Day” means a day on which the Common Stock is listed or quoted and traded on the NYSE American.

“Underwriter” means a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Offering” has the meaning set forth in Section 2(e)(iii).

“Underwritten Shelf Takedown” has the meaning set forth in Section 2(e)(iv).

2. REGISTRATION RIGHTS.

(a) Registration Statements.

(i) Promptly following the Effective Date but no later than forty-five (45) days after the Effective Date (the “Filing Deadline”), the Company shall prepare and file with the SEC a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 promulgated under the 1933 Act (“Rule 415”) or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Stockholders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 and shall contain (except if otherwise required pursuant to written comments received from the SEC upon review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Exhibit B (which may be modified to respond to comments, if any, provided by the SEC); provided, however, that no Stockholder shall be named as an Underwriter in such Registration Statement without the Stockholder’s prior written consent. The Company shall use commercially reasonable efforts to convert or replace the Initial Registration Statement with a Registration Statement on Form S-3 promptly following confirmation that the Company becomes eligible to use Form S-3 to register the Registrable Securities.

(ii) Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock combinations, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Stockholders prior to its filing or other submission.

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(b) Expenses. The Company will pay all expenses associated with each Registration Statement, including filing and printing fees, the fees and expenses of the Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable state securities laws and listing fees, but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals with respect to the Registrable Securities being sold.

(i) The Company shall use commercially reasonable efforts to have each Registration Statement declared effective as soon as practicable after the filing. The Company shall notify the Stockholders as promptly as practicable after the Registration Statement is declared effective and shall simultaneously or prior thereto file with the SEC pursuant to Rule 424(b) promulgated under the 1933 Act, and provide the Stockholders with copies of, any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby.

(ii) For not more than ninety (90) consecutive days or for a total of not more than one-hundred twenty (120) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section 2 in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include any Misstatement (an “Allowed Delay”); provided, that the Company shall promptly (1) notify each Stockholder in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of a Stockholder) disclose to such Stockholder any material non-public information giving rise to an Allowed Delay, (2) advise the Stockholders in writing to cease all sales under such Registration Statement until the end of the Allowed Delay (but not, for the avoidance of doubt, any sale pursuant to Rule 144 or other applicable exemption under the 1933 Act) and (3) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

(d) Rule 415; Cutback. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 or requires any Stockholder to be named as an Underwriter, the Company shall use commercially reasonable efforts to persuade the SEC that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Stockholders is an Underwriter. The Stockholders shall have the right to select one legal counsel to review and oversee any registration or matters pursuant to this Section 2(d), including participation in any meetings or discussions with the SEC regarding the SEC’s position and to comment on any written submission made to the SEC with respect thereto, which counsel shall be designated by the Required Holders. No such written submission with respect to this matter shall be made to the SEC to which such counsel so designated by the Required Holders reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from such Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Stockholder as an Underwriter in such Registration Statement without the prior written consent of such Stockholder. Any cut-back imposed on the Stockholders pursuant to this Section 2(d) shall be allocated among the Stockholders on a pro rata basis and shall be applied first to any of the Registrable Securities of

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such Stockholder as such Stockholder shall designate, unless the SEC Restrictions otherwise require or provide or the Required Stockholders otherwise agree. From and after the first date on which the Company is able to effect the registration of such Cut Back Shares (such date, the “Restriction Termination Date”), all of the provisions of this Section 2 (including the Company’s obligations with respect to the filing of a Registration Statement and its obligations to use commercially reasonable efforts to have such Registration Statement declared effective within the time periods set forth herein) shall again be applicable to such Cut Back Shares; provided, however, that (i) the Filing Deadline for such Registration Statement including such Cut Back Shares shall be ten (10) Business Days after the Restriction Termination Date, and (ii) the date by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 30th day immediately after the Restriction Termination Date (or the 90th day if the SEC reviews such Registration Statement).

(e) Demand Registration.

(i) Request for Registration. At any time and from time to time when there is no valid Registration Statement in effect, the Required Stockholders (the “Demanding Holders”) may make a written demand for registration under the 1933 Act of all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will within twenty (20) days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each, a “Demand Requesting Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders and the Demand Requesting Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2(e)(v) and Section 2(d), to be effected by the Company as soon as reasonably practicable, but in no event later than sixty (60) days after receipt of such Demand Registration. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2(e).

(ii) Effective Registration. A Registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until (a) such stop order or injunction is removed, rescinded or otherwise terminated, and (b) a majority-in-interest of the Demanding Holders who initiated such Demand Registration thereafter affirmatively elect to continue the offering and notify the Company thereof in writing, but in no event later than five (5) days of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

(iii) Underwritten Offering. If a majority-in-interest of the Demanding Holders who initiate a Demand Registration so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering (which, for the avoidance of doubt, may be an underwritten Block Trade) (an “Underwritten Offering”); provided that the Company shall only be obligated to effect an Underwritten Offering if such Underwritten Offering shall include Registrable Securities proposed to be sold by the Demanding Holders, either individually or together with other

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Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 million. In such event, the right of any holder to include its Registrable Securities in such Registration shall be conditioned upon such holder’s participation in such Underwritten Offering and the inclusion of such holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. All Demanding Holders proposing to distribute their securities through such Underwritten Offering shall enter into an underwriting agreement in reasonable and customary form with the Underwriter or Underwriters selected for such Underwritten Offering by a majority-in-interest of the holders initiating the Demand Registration.

(iv) Requests for Underwritten Shelf Takedowns. Subject to Section 2(c), at any time and from time to time when a valid Registration Statement is then in effect, the Demanding Holders may request to sell all or any portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to the applicable Registration Statement (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such Underwritten Shelf Takedown shall include Registrable Securities proposed to be sold by the Demanding Holders, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 million, but in no event less than $10 million in aggregate gross proceeds. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall have the right to select the Underwriters for such Underwritten Offering (which shall consist of one or more reputable nationally recognized investment banks). The Company shall not be obligated to effect more than an aggregate of one (1) Underwritten Shelf Take-Down in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such Underwritten Offering.

(v) Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an Underwritten Offering, in good faith, advises the Company, the Demanding Holders and the Demand Requesting Holders that the dollar amount or number of shares of Registrable Securities which the Demanding Holders and Demand Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which Underwritten Offering has been requested pursuant to registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such Underwritten Offering: (i) the Registrable Securities as to which Demand Registration or Underwritten Shelf Takedown has been requested by the Demanding Holders and Demand Requesting Holders (if any) on a pro rata basis that can be sold without exceeding the Maximum Number of Shares; (ii) to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares and (iii) to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to Register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.

(f) Piggy-Back Registration.

(i) Piggy-Back Rights. If at any time from time to time when there is no valid Registration Statement in effect, the Company proposes to file a Registration Statement under the 1933 Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable

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for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2(e)), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering solely of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than five (5) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to Register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in reasonable and customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration; provided, that no Stockholder including Registrable Securities in any Underwritten Offering shall be required to make any representations or warranties to the Company or the Underwriters, other than representations and warranties regarding such Stockholder or such Stockholder’s ownership of its Registrable Securities to be sold in the offering or to undertake any indemnification obligations to the Company or the Underwriters with respect thereto except to the extent expressly set forth in Section 5(b) hereof.

(ii) Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an Underwritten Offering advises the Company and the Holders of Registrable Securities that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which such Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, the Registrable Securities as to which such Underwritten Offering has been requested under this Section 2(f), and the shares of Common Stock, if any, as to which such Underwritten Offering has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such Underwritten Offering:

(1) If the Registration is undertaken for the Company’s account: (A) the shares of Common Stock or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Shares; (B) to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Securities, as to which Registration has been requested pursuant to the applicable written contractual Piggy-Back Registration rights of the Stockholders pursuant to Section 2(f)(i), on a pro rata basis, that can be sold without exceeding the Maximum Number of Shares; and (C) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to Register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; and

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(2) If the Registration is a “demand” registration undertaken at the demand of persons or entities other than the holders of Registrable Securities, (A) the shares of Common Stock or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Securities, as to which Registration has been requested pursuant to the applicable written contractual Piggy-Back Registration rights of Holders under Section 2(f)(i), on a pro rata basis, that can be sold without exceeding the Maximum Number of Shares; (C) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Shares; and (D) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to Register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.

(iii) Unlimited Piggy-Back Registration Rights. For purposes of clarity, any Registration effected pursuant to this Section 2(f) shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2(e) hereof.

3. COMPANY OBLIGATIONS. The Company will use commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:

(a) use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the date on which all Registrable Securities covered by such Registration Statement may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) during any ninety (90) day period (the “Effectiveness Period”) and advise the Stockholders promptly in writing when the Effectiveness Period has expired;

(b) prepare and file with the SEC such amendments and post-effective amendments to such Registration Statement and the related Prospectus as may be necessary to keep such Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered thereby;

(c) provide copies to and permit the Stockholders to review each Registration Statement and all amendments and supplements thereto not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports) and provide the Stockholders a reasonable opportunity to comment thereon, and the Company shall consider such comments in good faith before filing any Registration Statement or amendment or supplement thereto;

(d) furnish to each Stockholder whose Registrable Securities are included in any Registration Statement (i) promptly after the same is prepared and filed with the SEC, if requested by the Stockholder, one (1) copy of any Registration Statement and any amendment thereto (provided, that the Company shall have no obligation to provide any document pursuant to this clause that is available on the SEC’s EDGAR system), each preliminary prospectus and Prospectus and each amendment or supplement thereto, and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as each Stockholder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Stockholder that are covered by such Registration Statement;

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(e) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and (ii) if such order is issued, obtain the withdrawal of any such order at the earliest practical moment;

(f) prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify or cooperate with the Stockholders and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions requested by the Stockholders and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f), or (iii) file a general consent to service of process in any such jurisdiction;

(g) use commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange or other market on which similar securities issued by the Company are then listed or quoted;

(h) promptly notify the Stockholders, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing (a “Misstatement”), and promptly prepare, file with the SEC and furnish to such holder a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall not include such Misstatement; and

(i) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Stockholders in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Stockholders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose of this Section 3(i), “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter).

With a view to making available to the Stockholders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Stockholders to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) six (6) months after such date as all of the Registrable Securities may be sold without restriction by the holders thereof pursuant

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to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold pursuant to a Registration Statement or Rule 144; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the 1934 Act; (iii) prior to the filing of any Registration Statement or any amendment thereto (whether pre-effective or post-effective) and prior to the filing of any Prospectus, provide to each Stockholder copies of all pages thereof (if any) that reference such Stockholders, and (iv) furnish to each Stockholder upon request, as long as such Stockholder owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the 1934 Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such Stockholder of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration.

4. OBLIGATION OF THE INVESTORS.

(a) Each Stockholder agrees to furnish to the Company a completed Selling Stockholder Questionnaire within ten (10) Trading Days after the Effective Date. At least ten (10) Trading Days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, the Company will notify each Stockholder of the information the Company reasonably requires from that Stockholder regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, other than the information contained in the Selling Stockholder Questionnaire, if any. Each Stockholder shall furnish such information to the Company in writing promptly upon receiving such notification and, in any event, at least three (3) Trading Days prior to the applicable anticipated filing date (unless such Stockholder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement) and shall execute such documents in connection with such registration as the Company may reasonably request. Each Stockholder further agrees that it shall not be entitled to be named as a selling securityholder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Stockholder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any reasonable requests for further information as described in the previous sentence. If a Stockholder returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its reasonable best efforts to take such actions as are required to name such Stockholder as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information. Each Stockholder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 4(a) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement.

(b) Each Stockholder, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement or in connection with any Underwritten Offering hereunder, unless such Stockholder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement or such Underwritten Offering.

(c) Each Stockholder agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(i) or (ii) the happening of an event pursuant to Section 3(h) hereof, such Stockholder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities (but not, for the avoidance of doubt, pursuant to Rule 144 or other applicable exemption under the 1933 Act), until the Stockholder is advised by the Company that such dispositions may again be made pursuant to such Registration Statement.

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(d) Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to any Registration Statement.

5. INDEMNIFICATION.

(a) (a) Indemnification by the Company. The Company agrees to indemnify and hold harmless each Stockholder, and each of its officers, employees, Affiliates, directors, partners, members, managers, equityholders, attorneys, advisors and agents, and each person or entity, if any, who controls (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) each Stockholder (each, an “Stockholder Indemnified Party”), to the fullest extent permitted by applicable law, from and against any expenses, losses, judgments, actions, claims, proceedings (whether commenced or threatened), damages, liabilities or costs (including, without limitation, reasonable attorneys’ fees), whether joint or several (collectively, “Losses”), as incurred, arising out of or based upon any Misstatement contained in any Registration Statement under which the sale of such Registrable Securities was registered under the 1933 Act, any preliminary Prospectus, final Prospectus or summary Prospectus contained in such Registration Statement, any amendment or supplement to such Registration Statement, preliminary Prospectus, final Prospectus or summary Prospectus, or any free writing prospectus relating to such Registration Statement, or any violation by the Company of the 1933 Act or any rule or regulation promulgated thereunder applicable to the Company or any state securities (or Blue Sky) law, rule or regulation and relating to action or inaction required of the Company in connection with any such Registration; and the Company shall promptly reimburse the Stockholder Indemnified Party for any reasonable, customary and documented out-of-pocket legal and any other expenses incurred, as incurred, by such Stockholder Indemnified Party in connection with investigating and defending any such Losses, except, with respect to any Stockholder of Registrable Securities, to the extent such Stockholder is liable to indemnify the Company for such Losses pursuant to Section 5(b); provided, however, that the indemnity agreement contained in this Section 5(a) shall not apply to amounts paid in settlement of any claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, and the Company will not be liable in any such case to the extent that any such losses, judgments, claims, damages, liabilities or out-of-pocket expenses arises out of or is based upon any Misstatement made in such Registration Statement in reliance upon and in conformity with information furnished to the Company, in writing, by a Stockholder Indemnified Party expressly for use therein.

(b) Indemnification by Stockholders. Each Selling Stockholder will, in the event that any Registration is being effected under the 1933 Act pursuant to this Agreement of any Registrable Securities held by such Stockholder and the Company has required all Selling Stockholders to provide such an undertaking on the same terms, indemnify and hold harmless the Company, each of its directors and officers, legal counsel, accountants and each Underwriter (if any), and each other Selling Stockholder and each other person, if any, who controls another Selling Stockholder or such underwriter within the meaning of the 1933 Act, against any Losses, insofar as such Losses arise out of or are based upon any Misstatement contained in any Registration Statement under which the sale of such Registrable Securities was Registered under the 1933 Act, any preliminary Prospectus, final Prospectus or summary Prospectus contained in the Registration Statement, or any amendment or supplement thereto, if the Misstatement was made in reliance upon and in conformity with information furnished in writing to the Company by such Selling Stockholder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other Selling Stockholder for any reasonable, customary and documented out-of-pocket legal or other expenses incurred by any of them in connection with investigation or defending any such Loss. Each Selling Stockholder’s indemnification obligations hereunder shall be several and not joint and shall be proportional to and limited to the amount of any net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Selling Stockholder in connection with the sale of Registrable Securities under a Registration Statement from which such Losses arise, except in the case of fraud or willful misconduct by such Selling Stockholder.

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(c) Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of any Loss in respect of which indemnity may be sought pursuant to Section 5(a) or 5(b), such person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying Party”) in writing of the Loss; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually and materially prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel, in addition to local counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the reasonable and documented fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of any Losses for which the Indemnified Party seeks indemnification hereunder if such settlement or judgment includes any non-monetary remedies binding on the Indemnified Party, requires an admission of fault or culpability on the part of the Indemnified Party or does not include an unconditional release from all liability of the Indemnified Party in respect of such Losses.

(d) Contribution. If the indemnification provided for in the foregoing Sections 5(a) and 5(b) is unavailable to any Indemnified Party in respect of any Loss referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such Loss. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the Misstatement relates to information supplied by such Indemnified Party or such Indemnifying Party (in the case of a Stockholder, such Misstatement was made in reliance upon and in conformity with information furnished in writing to the Company by such Stockholder expressly for use therein) and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Misstatement. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 5(d). The amount paid or payable by an Indemnified Party as a result of any Loss referred to in this paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5(d),

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no Stockholder shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Stockholder from the sale of Registrable Securities which gave rise to such contribution obligation, less the aggregate amount of any damages or other amounts such Stockholder has otherwise been required to pay (pursuant to Section 5(b) otherwise) as a result of the Misstatement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

6. MISCELLANEOUS.

(a) Effective Date. This Agreement shall be effective as of the Effective Date.

(b) Amendments and Waivers. This Agreement may be amended only by a writing signed by the Company and the Required Stockholders. The Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment, action or omission to act, of the Required Stockholders. Notwithstanding the foregoing, this Agreement may not be amended and the observance of any term of this Agreement may not be waived with respect to any Stockholder without the written consent of such Stockholder unless such amendment or waiver applies to all Stockholders in the same fashion.

(c) Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered upon receipt, when delivered personally or by a nationally recognized overnight delivery service or by e-mail, in each case properly addressed to the party to receive the same. The addresses for such communications shall be:

If to the Company:

Renovacor, Inc.

5 Mead Point Drive

Greenwich, CT 06830

Attn: Dr. Magdalene Cook

E-mail: mcook@renovacorinc.com

With copy (which shall not constitute notice) to:

Troutman Pepper Hamilton Sanders LLP

3000 Two Logan Square

Philadelphia, PA 19103-2799

Attention: Rachael M. Bushey and Jennifer Porter

Email: busheyr@pepperlaw.com; porterj@pepperlaw.com

If to any Stockholder, to it at the address set forth under such Stockholder’s name on its signature page hereto, or, in the case of a Stockholder or any other party named above, at such other address or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication; (ii) provided by affidavit of personal delivery by a delivery service selected by the Company; or (iii) provided by a nationally recognized overnight delivery service shall be rebuttable evidence of personal service, deposit with a nationally recognized overnight delivery service or electronic transmission.

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(d) Assignments and Transfers by Stockholders. The provisions of this Agreement shall be binding upon and inure to the benefit of the Stockholders and their respective successors and assigns. A Stockholder may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Stockholder to such person, provided that such Stockholder complies with all laws applicable thereto or the terms of any contract to which such Stockholder is a party, and provides written notice of assignment to the Company promptly after such assignment is effected, and such person agrees in writing to be bound by all of the provisions contained herein.

(e) Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Stockholders; provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Stockholders in connection with such transaction unless such securities are otherwise freely tradable by the Stockholders after giving effect to such transaction.

(f) Benefits of the Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns 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 assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement (including Section 5 hereof).

(g) Counterparts; Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A PDF or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by e-mail or other electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered legal, valid, binding and effective for all purposes. The parties hereto hereby agree that no party shall raise the execution of a PDF or other reproduction of this Agreement, or the fact that any signature or document was transmitted or communicated by e-mail or other electronic transmission device, as a defense to the formation of this Agreement.

(h) Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(i) Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

(j) Further Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

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(k) No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties thereto express their mutual intent, and no rules of strict construction will be applied against any party.

(l) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

(m) Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.


COMPANY:



RENOVACOR, INC.



By:		/s/ Magdalene Cook
Name:		Magdalene Cook
Title:		Chief Executive Officer

[Signature Page to Registration Rights Agreement]

STOCKHOLDER:

MAGDALENE COOK

Name of Stockholder

/s/ Magdalene Cook

(Signature)

Magdalene Cook

Name of Signing Party (Please Print)

Title of Signing Party (Please Print)

[***]

Tax ID #

August 31, 2021

Date Signed

[Signature Page to Registration Rights Agreement]

STOCKHOLDER:

ACORN BIOVENTURES, L.P.

By: ACORN CAPITAL ADVISORS GP, LLC

Its: General Partner

Name of Stockholder

/s/ Isaac Manke

(Signature)

Isaac Manke

Name of Signing Party (Please Print)

Authorized Person

Title of Signing Party (Please Print)

[***]

Tax ID #

August 26, 2021

Date Signed

STOCKHOLDER:

ARTHUR FELDMAN

Name of Stockholder

/s/ Arthur Feldman

(Signature)

Arthur Feldman

Name of Signing Party (Please Print)

Director

Title of Signing Party (Please Print)

[***]

Tax ID #

August 27, 2021

Date Signed

STOCKHOLDER:

BIOADVANCE

Name of Stockholder

/s/ Frederick Jones

(Signature)

Frederick Jones

Name of Signing Party (Please Print)

Vice President

Title of Signing Party (Please Print)

[***]

Tax ID #

August 30, 2021

Date Signed

STOCKHOLDER:

DOUGLAS TILLEY

Name of Stockholder

/s/ Douglas Tilley

(Signature)

Douglas Tilley

Name of Signing Party (Please Print)

Title of Signing Party (Please Print)

[***]

Tax ID #

August 27, 2021

Date Signed

STOCKHOLDER:

RICHARD DRIANSKY TRUST DATED 9/11/96

Name of Stockholder

/s/ Robin B. Matlin

(Signature)

Robin B. Matlin

Name of Signing Party (Please Print)

Trustee and Beneficiary

Title of Signing Party (Please Print)

[***]

Tax ID #

August 30, 2021

Date Signed

STOCKHOLDER:

JOSEPH Y. CHEUNG

Name of Stockholder

/s/ Joseph Y. Cheung

(Signature)

Joseph Y. Cheung

Name of Signing Party (Please Print)

Renovacor stockholder

Title of Signing Party (Please Print)

[***]

Tax ID #

August 26, 2021

Date Signed

STOCKHOLDER:

MARIANNE LARUSSA

Name of Stockholder

/s/ Marianne Larussa

(Signature)

Marianne Larussa

Name of Signing Party (Please Print)

Title of Signing Party (Please Print)

[***]

Tax ID #

August 30, 2021

Date Signed

STOCKHOLDER:

RENOVAHOLDING M S.R.L.

Name of Stockholder

/s/ Claudio Giuliano

(Signature)

Claudio Giuliano

Name of Signing Party (Please Print)

Director

Title of Signing Party (Please Print)

[***]

Tax ID #

August 30, 2021

Date Signed

STOCKHOLDER:

NEW LEAF BIOPHARMA

OPPORTUNITIES II, L.P.

By: New Leaf BPO Associates II, L.P.

Its: General Partner

By: New Leaf BPO Management II, L.L.C

Its: General Partner

Name of Stockholder

/s/ Craig Slutzkin

(Signature)

Craig Slutzkin

Name of Signing Party (Please Print)

Chief Financial Officer

Title of Signing Party (Please Print)

[***]

Tax ID #

August 27, 2021

Date Signed

STOCKHOLDER:

FRANCESCO LOREDAN

Name of Stockholder

/s/ Francesco Loredan

(Signature)

Francesco Loredan

Name of Signing Party (Please Print)

Title of Signing Party (Please Print)

[***]

Tax ID #

August 26, 2021

Date Signed

STOCKHOLDER:

BROADVIEW VENTURES I, LLC

Name of Stockholder

/s/ Christopher H. Colecchi

(Signature)

Christopher H. Colecchi

Name of Signing Party (Please Print)

Managing Director

Title of Signing Party (Please Print)

[***]

Tax ID #

August 30, 2021

Date Signed

STOCKHOLDER:

LONGVIEW HEALTHCARE VENTURES, LLC

Name of Stockholder

/s/ Christopher H. Colecchi

(Signature)

Christopher H. Colecchi

Name of Signing Party (Please Print)

Managing Director

Title of Signing Party (Please Print)

[***]

Tax ID #

August 30, 2021

Date Signed

STOCKHOLDER:

ELYSIA CAPITAL I SCSP

Name of Stockholder

/s/ Carlo Zuccaro

(Signature)

Carlo Zuccaro

Name of Signing Party (Please Print)

Director of the General Partner

Title of Signing Party (Please Print)

/s/ Krystel Stoffel

(Signature)

Krystel Stoffel

Name of Signing Party (Please Print)

Director of the General Partner

Title of Signing Party (Please Print)

[***]

Tax ID #

August 30, 2021

Date Signed

STOCKHOLDER:

TEMPLE UNIVERSITY - OF THE COMMONWEALTH SYSTEM OF HIGHER EDUCATION

Name of Stockholder

/s/ Jaison G. Kurichi

(Signature)

Jaison G. Kurichi

Name of Signing Party (Please Print)

Associate Vice President for Budget

Title of Signing Party (Please Print)

[***]

Tax ID #

August 30, 2021

Date Signed

[Signature Page to Registration Rights Agreement]

STOCKHOLDER:

RICHARD GIROUX

Name of Stockholder

/s/ Richard Giroux

(Signature)

Richard Giroux

Name of Signing Party (Please Print)

Director

Title of Signing Party (Please Print)

[***]

Tax ID #

August 25, 2021

Date Signed

[Signature Page to Registration Rights Agreement]

STOCKHOLDER:

CHARDAN INVESTMENTS 2, LLC

Name of Stockholder

/s/ Jonas Grossman

(Signature)

Jonas Grossman

Name of Signing Party (Please Print)

Managing Member

Title of Signing Party (Please Print)

[***]

Tax ID #

August 23, 2021

Date Signed

[Signature Page to Registration Rights Agreement]

STOCKHOLDER:

ISAAC MANKE

Name of Stockholder

/s/ Isaac Manke

(Signature)

Isaac Manke

Name of Signing Party (Please Print)

Stockholder

Title of Signing Party (Please Print)

[***]

Tax ID #

August 24, 2021

Date Signed

[Signature Page to Registration Rights Agreement]

STOCKHOLDER:

MICHAEL RICE

Name of Stockholder

/s/ Michael Rice

(Signature)

Michael Rice

Name of Signing Party (Please Print)

Founding Partner

Title of Signing Party (Please Print)

[***]

Tax ID #

August 27, 2021

Date Signed

[Signature Page to Registration Rights Agreement]

STOCKHOLDER:

MATTHEW ROSSEN

Name of Stockholder

/s/ Matthew Rossen

(Signature)

Matthew Rossen

Name of Signing Party (Please Print)

Director

Title of Signing Party (Please Print)

[***]

Tax ID #

August 24, 2021

Date Signed

[Signature Page to Registration Rights Agreement]

STOCKHOLDER:

R.A. SESSION II

Name of Stockholder

/s/ RA Session II

(Signature)

RA session II

Name of Signing Party (Please Print)

Director

Title of Signing Party (Please Print)

[***]

Tax ID #

August 27, 2021

Date Signed

[Signature Page to Registration Rights Agreement]

EXHIBIT A

Initial Stockholders


Stockholder Name	Initial Shares		Initial Warrants
Michael Rice		10,000		—
Richard Giroux		10,000		—
Matthew Rossen		10,000		—
Isaac Manke		10,000		—
R.A. Session II		10,000		—
Chardan Investments 2, LLC		2,105,661		3,500,000
Total:		2,155,661		3,500,000

Renovacor Stockholders


Stockholder Name	Merger Shares		PIPE Shares			Earnout Shares (%)
Arthur Feldman		994,433		10,000			19.53	%
Richard Driansky Trust dated 9/11/96		296,637		—			5.87	%
Douglas Tilley		39,551		—			0.78	%
Marianne LaRussa		19,775		—			0.39	%
Joseph Y. Cheung		39,551		—			0.78	%
Temple University – Of The Commonwealth of Pennsylvania		95,228		—			1.88	%
Magdalene Cook		401,448		50,000			7.35	%
BioAdvance		380,419		—			5.02	%
Broadview Ventures I, LLC		443,823		—			5.86	%
Longview Healthcare Ventures, LLC		204,936		325,770			2.93	%
Novartis Bioventures Ltd.		697,436		—			9.21	%
New Leaf BioPharma Opportunities II, L.P.		697,436		—			9.21	%
Renovaholding S.r.l.		437,120		194,953			5.90	%
Elysia Capital I SCSp		220,949		85,147			2.97	%
Francesco Loredan		33,477		12,900			0.45	%
Acorn Bioventures, L.P.		1,302,842		1,071,230	⁽¹⁾		17.99	%

(1)	Includes shares underlying pre-funded warrants.

EXHIBIT B

Plan of Distribution

The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•

block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•

an exchange distribution in accordance with the rules of the applicable exchange;

•

privately negotiated transactions;

•

short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC;

•

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

•

broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

•

a combination of any such methods of sale; and

•

any other method permitted by applicable law.

The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment or supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the 1933 Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (supplemented or amended as necessary to reflect such transaction).

The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144.

The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be deemed to be “underwriters” within the meaning of Section 2(11) of the 1933 Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the 1933 Act. To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the 1934 Act may apply to sales of shares in the market and to the activities of the selling stockholders and their Affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying any prospectus delivery requirements of the 1933 Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the 1933 Act.

We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the 1933 Act and state securities laws, relating to the registration of the shares offered by this prospectus.

We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with such registration statement or (2) the date on which all of the shares may be sold by the selling stockholders without restriction (including any current public information requirement) pursuant to Rule 144.

Exhibit 10.8

CHARDAN HEALTHCARE ACQUISITION 2 CORP.

2021 OMNIBUS INCENTIVE PLAN

Chardan Healthcare Acquisition 2 Corp., a Delaware corporation, sets forth herein the terms of its 2021 Omnibus Incentive Plan, as follows:

1. PURPOSE

The Plan is intended to enhance the Company’s and its Affiliates’ (as defined herein) ability to attract and retain highly qualified officers, Non-Employee Directors (as defined herein), key employees, consultants and advisors, and to motivate such officers, Non-Employee Directors, key employees, consultants and advisors to serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, other stock-based awards and cash awards. Any of these awards may, but need not, be made as performance incentives to reward attainment of performance goals in accordance with the terms hereof. Stock options granted under the Plan may be non-qualified stock options or incentive stock options, as provided herein. Upon becoming effective, the Plan replaces, and no further awards shall be made under, the Predecessor Plan (as defined herein).

2. DEFINITIONS

For purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply:

2.1. “Affiliate” means any company or other trade or business that “controls,” is “controlled by” or is “under common control” with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary.

2.2. “Award” means a grant of an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, or Other Stock-based Award under the Plan.

2.3. “Award Agreement” means a written agreement between the Company and a Grantee, or notice from the Company or an Affiliate to a Grantee that evidences and sets out the terms and conditions of an Award.

2.4. “Board” means the Board of Directors of the Company.

2.5. “Change in Control” shall have the meaning set forth in Section 15.3.2.

2.6. “Closing” means the closing of the transactions contemplated by the Merger Agreement.

2.7. “Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended. References to the Code shall include the valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder.

2.8. “Committee” means the Compensation Committee of the Board or any committee or other person or persons designated by the Board to administer the Plan. The Board will cause the Committee to satisfy the applicable requirements of any stock exchange on which the Common Stock may then be listed. For purposes of Awards to Grantees who are subject to Section 16 of the Exchange Act, Committee means all of the members of the Committee who are “non-employee directors” within the meaning of Rule 16b-3 adopted under the Exchange Act. All references in the Plan to the Board shall mean such Committee or the Board.

2.9. “Company” means Chardan Healthcare Acquisition 2 Corp., a Delaware corporation, or any successor corporation. Following the Closing, the Company’s name shall be changed to Renovacor, Inc.

2.10. “Common Stock” or “Stock” means a share of common stock of the Company, par value $0.0001 per share.

2.11. “Continuing Director” means a director of the Company who is serving as such on the Effective Date and any person who is approved as a nominee or elected to the Board by a majority of the Continuing Directors who are then members of the Board, but excluding, for this purpose, any such person whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consent by or on behalf of a Person other than the Board.

2.12. “Corporate Transaction” means a reorganization, merger, statutory share exchange, consolidation, sale of all or substantially all of the Company’s assets, or the acquisition of assets or stock of another entity by the Company, or other corporate transaction involving the Company or any of its Subsidiaries.

2.13. “Earnout RSUs” means the Restricted Stock Units awarded as provided by Section 3.09 of the Merger Agreement.

2.14. “Effective Date” means September 1, 2021, the date the Plan was approved by the Company’s stockholders.

2.15. “Exchange Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.

2.16. “Fair Market Value” of a share of Common Stock as of a particular date means (i) if the Common Stock is listed on a national securities exchange, the closing or last price of the Common Stock on the composite tape or other comparable reporting system for the applicable date, or if the applicable date is not a trading day, the trading day immediately preceding the applicable date, or (ii) if the shares of Common Stock are not then listed on a national securities exchange, the closing or last price of the Common Stock quoted by an established quotation service for over-the-counter securities, or (iii) if the shares of Common Stock are not then listed on a national securities exchange or quoted by an established quotation service for over-the-counter securities, or the value of such shares is not otherwise determinable, such value as determined by the Board in good faith in its sole discretion.

2.17. “Family Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the applicable individual, any person sharing the applicable individual’s household (other than a tenant or employee), a trust in which any one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which any one or more of these persons (or the applicable individual) control the management of assets, and any other entity in which one or more of these persons (or the applicable individual) own more than fifty percent of the voting interests.

2.18. “Grant Date” means, as determined by the Board, the latest to occur of (i) the date as of which the Board approves an Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6 hereof, or (iii) such other date as may be specified by the Board in the Award Agreement.

2.19. “Grantee” means a person who receives or holds an Award under the Plan.

2.20. “Incentive Stock Option” means an “incentive stock option” within the meaning of Section 422 of the Code, or the corresponding provision of any subsequently enacted tax statute, as amended from time to time.

2.21. “Merger Agreement” means the Agreement and Plan of Merger by and among the Company, CHAQ2 Merger Sub, Inc., and Renovacor, Inc., dated March 22, 2021.

2.22. “Non-Employee Director” means a member of the Board who is not an officer or employee of the Company or any Subsidiary.

2.23. “Non-qualified Stock Option” means an Option that is not an Incentive Stock Option.

2.24. “Option” means an option to purchase one or more shares of Stock pursuant to the Plan.

2.25. “Option Price” means the exercise price for each share of Stock subject to an Option.

2.26. “Other Stock-based Awards” means Awards consisting of Stock units, or other Awards, valued in whole or in part by reference to, or otherwise based on, Common Stock, other than Options, Stock Appreciation Rights, Restricted Stock, and Restricted Stock Units.

2.27. “Outstanding Voting Securities” means the outstanding voting securities of the Company entitled to vote generally in the election of directors.

2.28. “Performance Award” means an Award made subject to the attainment of performance goals (as described in Section 12) over a performance period established by the Committee.

2.29. “Person” means an individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.

2.30. “Plan” means this Chardan Healthcare Acquisition 2 Corp. 2021 Omnibus Incentive Plan, as amended from time to time.

2.31. “Predecessor Plan” means the Renovacor Inc. 2018 Stock Option and Grant Plan.

2.32. “Purchase Price” means the purchase price for each share of Stock pursuant to a grant of Restricted Stock.

2.33. “Restricted Period” shall have the meaning set forth in Section 10.1.

2.34. “Restricted Stock” means shares of Stock, awarded to a Grantee pursuant to Section 10 hereof.

2.35. “Restricted Stock Unit” means a bookkeeping entry representing the equivalent of shares of Stock, awarded to a Grantee pursuant to Section 10 hereof.

2.36. “SAR Exercise Price” means the per share exercise price of a SAR granted to a Grantee under Section 9 hereof.

2.37. “SEC” means the United States Securities and Exchange Commission.

2.38. “Section 409A” means Section 409A of the Code.

2.39. “Securities Act” means the Securities Act of 1933, as now in effect or as hereafter amended.

2.40. “Separation from Service” means a termination of Service by a Service Provider, as determined by the Board, which determination shall be final, binding and conclusive; provided if any Award governed by Section 409A is to be distributed on a Separation from Service, then the definition of Separation from Service for such purposes shall comply with the definition provided in Section 409A.

2.41. “Service” means service as a Service Provider to the Company or an Affiliate. Unless otherwise stated in the applicable Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service Provider to the Company or an Affiliate.

2.42. “Service Provider” means an employee, officer, Non-Employee Director, consultant or advisor of the Company or an Affiliate.

2.43. “Stock Appreciation Right” or “SAR” means a right granted to a Grantee under Section 9 hereof.

2.44. “Subsidiary” means any “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code.

2.45. “Substitute Award” means any Award granted in assumption of or in substitution for an award of a company or business acquired by the Company or a Subsidiary or with which the Company or an Affiliate combines.

2.46. “Ten Percent Stockholder” means an individual who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company, its parent or any of its Subsidiaries. In determining stock ownership, the attribution rules of Section 424(d) of the Code shall be applied.

2.47. “Termination Date” means the date that is ten (10) years after the Effective Date, unless the Plan is earlier terminated by the Board under Section 5.2 hereof.

3. ADMINISTRATION OF THE PLAN

3.1. General.

The Board shall have such powers and authorities related to the administration of the Plan as are consistent with the Company’s certificate of incorporation and bylaws and applicable law. The Board shall have the power and authority to delegate its responsibilities hereunder to the Committee, which shall have full authority to act in accordance with its charter, and with respect to the authority of the Board to act hereunder, all references to the Board shall be deemed to include a reference to the Committee, to the extent such power or responsibilities have been delegated. Except as otherwise may be required by applicable law, regulatory requirement or the certificate of incorporation or the bylaws of the Company, the Board shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award or any Award Agreement, and shall have full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems to be necessary or appropriate to the administration of the Plan. The Committee shall administer the Plan; provided that, the Board shall retain the right to exercise the authority of the Committee to the extent consistent with applicable law and the applicable requirements of any securities exchange on which the Common Stock may then be listed. The interpretation and construction by the Board of any provision of the Plan, any Award or any Award Agreement shall be final, binding and conclusive. Without limitation, the Board shall have full and final authority, subject to the other terms and conditions of the Plan, to:

(i) designate Grantees;

(ii) determine the type or types of Awards to be made to a Grantee;

(iii) determine the number of shares of Stock to be subject to an Award;

(iv) establish the terms and conditions of each Award (including, but not limited to, the Option Price of any Option, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award or the shares of Stock subject thereto, and any terms or conditions that may be necessary to qualify Options as Incentive Stock Options);

(v) prescribe the form of each Award Agreement; and

(vi) amend, modify, or supplement the terms of any outstanding Award including the authority, in order to effectuate the purposes of the Plan, to modify Awards to foreign nationals or individuals who are employed outside the United States to recognize differences in local law, tax policy, or custom.

To the extent permitted by applicable law, the Board may delegate its authority as identified herein to any individual or committee of individuals (who need not be directors), including without limitation the authority to make Awards to Grantees who are not subject to Section 16 of the Exchange Act or who are not Covered Employees. To the extent that the Board delegates its authority to make Awards as provided by this Section 3.1, all references in the Plan to the Board’s authority to make Awards and determinations with respect thereto shall be deemed to include the Board’s delegate. Any such delegate shall serve at the pleasure of, and may be removed at any time by the Board.

3.2. No Repricing.

Notwithstanding any provision herein to the contrary, the repricing of Options or SARs is prohibited without prior approval of the Company’s stockholders. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of an Option or SAR to lower its Option Price or SAR Exercise Price; (ii) any other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling an Option or SAR at a time when its Option Price or SAR Exercise Price is greater than the Fair Market Value of the underlying shares in exchange for another Award, unless the cancellation and exchange occurs in connection with a change in capitalization or similar change under Section 15. A cancellation and exchange under clause (iii) would be considered a “repricing” regardless of whether it is treated as a “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Grantee.

3.3. Clawbacks.

Awards shall be subject to the requirements of (i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations thereunder, (ii) similar rules under the laws of any other jurisdiction, (iii) any compensation recovery policies adopted by the Company to implement any such requirements or (iv) any other compensation recovery policies as may be adopted from time to time by the Company, all to the extent determined by the Committee in its discretion to be applicable to a Grantee.

3.4. Deferral Arrangement.

The Board may permit or require the deferral of any Award payment into a deferred compensation arrangement, subject to such rules and procedures as it may establish and in accordance with Section 409A, which may include provisions for the payment or crediting of interest or dividend equivalents, including converting such credits into deferred Stock units.

3.5. No Liability.

No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan, any Award or Award Agreement.

3.6. Book Entry.

Notwithstanding any other provision of this Plan to the contrary, the Company may elect to satisfy any requirement under this Plan for the delivery of stock certificates through the use of book-entry.

4. STOCK SUBJECT TO THE PLAN

4.1. Authorized Number of Shares.

4.1.1. Initial Share Pool.

Subject to adjustment under Section 15, the total number of shares of Common Stock authorized to be awarded under the Plan shall not exceed the sum of: (i) 77,162 shares with respect to the Earnout RSUs, plus (ii) a number equal to eleven percent (11%) of the outstanding shares of Common Stock determined on a fully diluted basis as of the Closing, plus (iii) the shares added to the share reserve by the automatic increases under Section 4.1.2. In addition, shares of Common Stock underlying any outstanding award granted under the Predecessor Plan (after adjustment in accordance with the Merger Agreement) that, following the Effective Date, expires, or is terminated, surrendered or forfeited for any reason without issuance of such shares shall be available for the grant of new Awards under this Plan. As provided in Section 1, no new awards shall be granted under the Predecessor Plan following the Effective Date. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares, treasury shares, or shares purchased on the open market or otherwise, all as determined by the Company from time to time.

4.1.2. Automatic Increases.

The aggregate number of shares of Common Stock authorized to be awarded under the Plan as specified in Section 4.1.1 will automatically increase on January 1 of each year, for a period of not more than ten (10) years, commencing on January 1 of the year following the year in which the Effective Date occurs and ending on (and including) January 1, 2031, in an amount equal to four percent (4%) of the outstanding shares of Common Stock determined on a fully diluted basis as of December 31 of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1 of a given year to provide that there will be no January 1 increase for such year or that the increase for such year will be a lesser number of shares than provided by this Section 4.1.2.

4.2. Share Counting.

4.2.1. General.

Each share of Common Stock granted in connection with an Award shall be counted as one share against the limit in Section 4.1, subject to the provisions of this Section 4.2.

4.2.2. Cash-Settled Awards.

Any Award settled in cash shall not be counted as shares of Common Stock for any purpose under this Plan.

4.2.3. Expired or Terminated Awards.

If any Award under the Plan other than Earnout RSUs expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Common Stock covered by such Award shall again be available for the grant of Awards under the Plan.

4.2.4. Payment of Option Price or Tax Withholding in Shares.

If shares of Common Stock issuable upon exercise, vesting or settlement of an Award, or shares of Common Stock owned by a Grantee (which are not subject to any pledge or other security interest), are surrendered or tendered to the Company in payment of the Option Price or Purchase Price of an Award or any taxes required to be withheld in respect of an Award, in each case, in accordance with the terms and conditions of the Plan and any applicable Award Agreement, such surrendered or tendered shares of Common Stock shall again be available for the grant of Awards under the Plan. For a share-settled SAR, only the net shares actually issued upon exercise of the SAR shall be counted against the limit in Section 4.1.

4.2.5. Substitute Awards.

In the case of any Substitute Award, such Substitute Award shall not be counted against the number of shares reserved under the Plan.

4.3. Award Limits.

Subject to adjustment under Section 15, the number of shares of Common Stock equal to the lesser of (i) 3,000,000 or (ii) eleven percent (11%) of the outstanding shares of Common Stock determined on a fully diluted basis as of the Closing shall available for issuance under the Plan shall be available for issuance under Incentive Stock Options; provided, further, that such limit will automatically increase on January 1 of each year, for a period of not more than ten (10) years, commencing on January 1 of the year following the year in which the Effective Date occurs and ending on (and including) January 1, 2031, in an amount equal to the lesser of 1,000,000 or the number of shares added to the share pool as of such January 1 in accordance with Section 4.1.2.

5.	EFFECTIVE DATE, DURATION AND AMENDMENTS

5.1. Term.

The Plan shall be effective as of the Effective Date, provided that it has been approved by the Company’s stockholders. The Plan shall terminate automatically on the ten (10) year anniversary of the Effective Date and may be terminated on any earlier date as provided in Section 5.2. Incentive Stock Options may not be granted more than ten (10) years after the Plan was adopted by the Board.

5.2. Amendment and Termination of the Plan.

The Board may, at any time and from time to time, amend, suspend, or terminate the Plan as to any Awards which have not been made. An amendment shall be contingent on approval of the Company’s stockholders to the extent stated by the Board, required by applicable law or required by applicable stock exchange listing requirements. Notwithstanding the foregoing, any amendment to Section 3.2 shall be contingent upon the approval of the Company’s stockholders. No Awards shall be made after the Termination Date. The applicable terms of the Plan, and any terms and conditions applicable to Awards granted prior to the Termination Date shall survive the termination of the Plan and continue to apply to such Awards. No amendment, suspension, or termination of the Plan shall, without the consent of the Grantee, materially impair rights or obligations under any Award theretofore awarded.

6. AWARD ELIGIBILITY AND LIMITATIONS

6.1. Service Providers.

Subject to this Section 6.1, Awards may be made to any Service Provider, including any Service Provider who is an officer, Non-Employee Director, consultant or advisor of the Company or of any Affiliate, as the Board shall determine and designate from time to time in its discretion.

6.2. Successive Awards.

An eligible person may receive more than one Award, subject to such restrictions as are provided herein.

6.3. Stand-Alone, Additional, Tandem, and Substitute Awards.

Awards may, in the discretion of the Board, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the Company, any Affiliate, or any business entity to be acquired by the Company or an Affiliate, or any other right of a Grantee to receive payment from the Company or any Affiliate. Such additional, tandem, and substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, the Board shall have the right to require the surrender of such other Award in consideration for the grant of the new Award. Subject to Section 3.2, the Board shall have the right, in its discretion, to make Awards in substitution or exchange for any other award under another plan of the Company, any Affiliate, or any business entity to be acquired by the Company or an Affiliate. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any Affiliate, in which the value of Stock subject to the Award is equivalent in value to the cash compensation (for example, Restricted Stock Units or Restricted Stock).

7. AWARD AGREEMENT

Each Award shall be evidenced by an Award Agreement, in such form or forms as the Board shall from time to time determine, not inconsistent with the terms of the Plan. Without limiting the foregoing, an Award Agreement may be provided in the form of a notice which provides that acceptance of the Award constitutes acceptance of all terms of the Plan and the notice. Award Agreements granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Non-qualified Stock Options or Incentive Stock Options, and in the absence of such specification such options shall be deemed Non-qualified Stock Options.

8. TERMS AND CONDITIONS OF OPTIONS

8.1. Option Price.

The Option Price of each Option shall be fixed by the Board and stated in the related Award Agreement. The Option Price of each Option (except those that constitute Substitute Awards) shall be at least the Fair Market Value on the Grant Date of a share of Stock; provided, however, that in the event that a Grantee is a Ten Percent Stockholder as of the Grant Date, the Option Price of an Option granted to such Grantee that is intended to be an Incentive Stock Option shall be not less than 110 percent of the Fair Market Value of a share of Stock on the Grant Date. In no case shall the Option Price of any Option be less than the par value of a share of Stock.

8.2. Vesting.

Subject to Section 8.3 hereof, each Option shall become exercisable at such times and under such conditions (including, without limitation, performance requirements) as shall be determined by the Board and stated in the Award Agreement.

8.3. Term.

Each Option shall terminate, and all rights to purchase shares of Stock thereunder shall cease, upon the expiration of ten (10) years from the Grant Date, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Board and stated in the related Award Agreement; provided, however, that in the event that the Grantee is a Ten Percent Stockholder, an Option granted to such Grantee that is intended to be an Incentive Stock Option at the Grant Date shall not be exercisable after the expiration of five (5) years from its Grant Date.

8.4. Limitations on Exercise of Option.

Notwithstanding any other provision of the Plan, in no event may any Option be exercised, in whole or in part, (i) prior to the date the Plan is approved by the stockholders of the Company as provided herein or (ii) after the occurrence of an event which results in termination of the Option.

8.5. Method of Exercise.

An Option that is exercisable may be exercised by the Grantee’s delivery of a notice of exercise to the Company, setting forth the number of shares of Stock with respect to which the Option is to be exercised, accompanied by full payment for the shares. To be effective, notice of exercise must be made in accordance with procedures established by the Company from time to time.

8.6. Rights of Holders of Options.

Unless otherwise stated in the related Award Agreement, an individual holding or exercising an Option shall have none of the rights of a stockholder (for example, the right to receive cash or dividend payments or distributions attributable to the subject shares of Stock or to direct the voting of the subject shares of Stock) until the shares of Stock covered thereby are fully paid and issued to him. Except as provided in Section 15 hereof or the related Award Agreement, no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date of such issuance.

8.7. Delivery of Stock Certificates.

Promptly after the exercise of an Option by a Grantee and the payment in full of the Option Price, such Grantee shall be entitled to the issuance of a stock certificate or certificates evidencing his or her ownership of the shares of Stock subject to the Option.

8.8. Limitations on Incentive Stock Options.

An Option shall constitute an Incentive Stock Option only (i) if the Grantee of such Option is an employee of the Company or any Subsidiary of the Company; (ii) to the extent specifically provided in the related Award Agreement; and (iii) to the extent that the aggregate Fair Market Value (determined at the time the Option is granted) of the shares of Stock with respect to which all Incentive Stock Options held by such Grantee become exercisable for the first time during any calendar year (under the Plan and all other plans of the Grantee’s employer and its Affiliates) does not exceed $100,000. This limitation shall be applied by taking Options into account in the order in which they were granted.

9. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

9.1. Right to Payment.

A SAR shall confer on the Grantee a right to receive, upon exercise thereof, the excess of (i) the Fair Market Value of one share of Stock on the date of exercise over (ii) the SAR Exercise Price, as determined by the Board. The Award Agreement for a SAR (except those that constitute Substitute Awards) shall specify the SAR Exercise Price, which shall be fixed on the Grant Date as not less than the Fair Market Value of a share of Stock on that date. SARs may be granted alone or in conjunction with all or part of an Option or at any subsequent time during the term of such Option or in conjunction with all or part of any other Award. A SAR granted in tandem with an outstanding Option following the Grant Date of such Option shall have a grant price that is equal to the Option Price; provided, however, that the SAR’s grant price may not be less than the Fair Market Value of a share of Stock on the Grant Date of the SAR to the extent required by Section 409A.

9.2. Other Terms.

The Board shall determine at the Grant Date, the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the time or times at which SARs shall cease to be or become exercisable following Separation from Service or upon other conditions, the method of exercise, whether or not a SAR shall be in tandem or in combination with any other Award, and any other terms and conditions of any SAR.

9.3. Term of SARs.

The term of a SAR granted under the Plan shall be determined by the Board, in its sole discretion; provided, however, that such term shall not exceed ten (10) years.

9.4. Payment of SAR Amount.

Upon exercise of a SAR, a Grantee shall be entitled to receive payment from the Company (in cash or Stock, as determined by the Board) in an amount determined by multiplying:

(i)

the difference between the Fair Market Value of a share of Stock on the date of exercise over the SAR Exercise Price; by

(ii)

the number of shares of Stock with respect to which the SAR is exercised.

10. TERMS AND CONDITIONS OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS

10.1. Restrictions.

At the time of grant, the Board may, in its sole discretion, establish a period of time (a “Restricted Period”) and any additional restrictions including the satisfaction of corporate or individual performance objectives applicable to an Award of Restricted Stock or Restricted Stock Units in accordance with Section 12.1 and 12.2. Each Award of Restricted Stock or Restricted Stock Units may be subject to a different Restricted Period and additional restrictions. Neither Restricted Stock nor Restricted Stock Units may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period or prior to the satisfaction of any other applicable restrictions.

10.2. Restricted Stock Certificates.

The Company shall issue stock, in the name of each Grantee to whom Restricted Stock has been granted, stock certificates or other evidence of ownership representing the total number of shares of Restricted Stock granted to the Grantee, as soon as reasonably practicable after the Grant Date. The Board may provide in an Award Agreement that either (i) the Secretary of the Company shall hold such certificates for the Grantee’s benefit until such time as the Restricted Stock is forfeited to the Company or the restrictions lapse, or (ii) such certificates shall be delivered to the Grantee; provided, however, that such certificates shall bear a legend or legends that comply with the applicable securities laws and regulations and make appropriate reference to the restrictions imposed under the Plan and the Award Agreement.

10.3. Rights of Holders of Restricted Stock.

Unless the Board otherwise provides in an Award Agreement and subject to Section 17.12, holders of Restricted Stock shall have rights as stockholders of the Company, including voting and dividend rights.

10.4. Rights of Holders of Restricted Stock Units.

10.4.1. Settlement of Restricted Stock Units.

Restricted Stock Units may be settled in cash or Stock, as determined by the Board and set forth in the Award Agreement. The Award Agreement shall also set forth whether the Restricted Stock Units shall be settled (i) within the time period specified for “short term deferrals” under Section 409A or (ii) otherwise within the requirements of Section 409A, in which case the Award Agreement shall specify upon which events such Restricted Stock Units shall be settled.

10.4.2. Voting and Dividend Rights.

Unless otherwise stated in the applicable Award Agreement and subject to Section 17.12, holders of Restricted Stock Units shall not have rights as stockholders of the Company, including no voting or dividend or dividend equivalents rights.

10.4.3. Creditor’s Rights.

A holder of Restricted Stock Units shall have no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Agreement.

10.5. Purchase of Restricted Stock.

The Grantee shall be required, to the extent required by applicable law, to purchase the Restricted Stock from the Company at a Purchase Price equal to the greater of (i) the aggregate par value of the shares of Stock represented by such Restricted Stock or (ii) the Purchase Price, if any, specified in the related Award Agreement. If specified in the Award Agreement, the Purchase Price may be deemed paid by Services already rendered. The Purchase Price shall be payable in a form described in Section 11 or, in the discretion of the Board, in consideration for past Services rendered.

10.6. Delivery of Stock.

Upon the expiration or termination of any Restricted Period and the satisfaction of any other conditions prescribed by the Board, the restrictions applicable to shares of Restricted Stock or Restricted Stock Units settled in Stock shall lapse, and, unless otherwise provided in the Award Agreement, a stock certificate for such shares shall be delivered, free of all such restrictions, to the Grantee or the Grantee’s beneficiary or estate, as the case may be.

11. FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK

11.1. General Rule.

Payment of the Option Price for the shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock shall be made in cash or in cash equivalents acceptable to the Company, except as provided in this Section 11.

11.2. Surrender of Stock.

To the extent the Award Agreement so provides, payment of the Option Price for shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock may be made all or in part through the tender to the Company of shares of Stock, which shares shall be valued, for purposes of determining the extent to which the Option Price or Purchase Price for Restricted Stock has been paid thereby, at their Fair Market Value on the date of exercise or surrender. Notwithstanding the foregoing, in the case of an Incentive Stock Option, the right to make payment in the form of already owned shares of Stock may be authorized only at the time of grant.

11.3. Cashless Exercise.

With respect to an Option only (and not with respect to Restricted Stock), to the extent permitted by law and to the extent the Award Agreement so provides, payment of the Option Price may be made all or in part by delivery (on a form acceptable to the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the sales proceeds to the Company in payment of the Option Price and any withholding taxes described in Section 17.3.

11.4. Other Forms of Payment.

To the extent the Award Agreement so provides, payment of the Option Price or the Purchase Price for Restricted Stock may be made in any other form that is consistent with applicable laws, regulations and rules, including, but not limited to, the Company’s withholding of shares of Stock otherwise due to the exercising Grantee.

12. TERMS AND CONDITIONS OF PERFORMANCE AWARDS

12.1. Performance Conditions.

The right of a Grantee to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Such Awards are referred to as “Performance Awards.”

12.2. Performance Goals Generally.

The performance goals for Performance Awards shall consist of one or more business or other criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 12.2. The Committee may determine that such Performance Awards shall be granted, exercised and/or settled upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to grant, exercise and/or settlement of such Performance Awards. Performance goals may, in the discretion of the Committee, be established on a Company-wide basis, or with respect to one or more business units, divisions, subsidiaries or business segments, as applicable. Performance goals may be absolute or relative (to the performance of one or more comparable companies or indices). The Committee may determine the extent to which measurement of performance goals may exclude the impact of charges for restructuring, discontinued operations, extraordinary items, debt redemption or retirement, asset write downs, litigation or claim judgments or settlements, acquisitions or divestitures, foreign exchange gains and losses, and other unusual non-recurring items, and the cumulative effects of tax or accounting changes (each as defined by generally accepted accounting principles and as identified in the Company’s financial statements or other SEC filings). Performance goals may differ for Performance Awards granted to any one Grantee or to different Grantees.

12.3. Business Criteria.

For purposes of Performance Awards, the Committee may select any business criteria for the Company, on a consolidated basis, and/or specified subsidiaries or business units of the Company (except with respect to the total stockholder return and earnings per share criteria), including any of the following: (i) cash flow; (ii) earnings per share, as adjusted for any stock split, stock dividend or other recapitalization; (iii) earnings measures (including EBIT and EBITDA)); (iv) return on equity; (v) total stockholder return; (vi) share price performance, as adjusted for any stock split, stock dividend or other recapitalization; (vii) return on capital; (viii) revenue; (ix) income; (x) profit margin; (xi) return on operating revenue; (xii) brand recognition/acceptance; (xiii) customer metrics (including customer satisfaction, customer retention, customer profitability, or customer contract terms); (xiv) productivity; (xv) expense targets; (xvi) market share; (xvii) cost control measures; (xviii) balance sheet metrics; (xix) strategic initiatives; (xx) implementation, completion or attainment of measurable objectives with

respect to recruitment or retention of personnel or employee satisfaction; (xxi) return on assets; (xxii) growth in net sales; (xxiii) the ratio of net sales to net working capital; (xxiv) improvement in management of working capital items (inventory, accounts receivable or accounts payable); (xxv) sales from newly-introduced products; (xxvi) successful completion of, or achievement of milestones or objectives related to, financing or capital raising transactions, strategic acquisitions or divestitures, joint ventures, partnerships, collaborations, or other transactions; (xxvii) product quality, safety, productivity, yield or reliability (on time and complete orders); (xxviii) funds from operations; (xxix) regulatory body approval for commercialization of a product; (xxx) debt levels or reduction or debt ratios; (xxxi) economic value; (xxxii) operating efficiency; (xxxiii) research and development achievements; or (xxxiv) any combination of the forgoing business criteria; provided, however, that such business criteria shall include any derivations of business criteria listed above (e.g., income shall include pre-tax income, net income, operating income, etc.).

13. OTHER STOCK-BASED AWARDS

13.1. Grant of Other Stock-based Awards.

Other Stock-based Awards may be granted either alone or in addition to or in conjunction with other Awards under the Plan. Other Stock-based Awards may be granted in lieu of other cash or other compensation to which a Service Provider is entitled from the Company or may be used in the settlement of amounts payable in shares of Common Stock under any other compensation plan or arrangement of the Company. Subject to the provisions of the Plan, the Committee shall have the sole and complete authority to determine the persons to whom and the time or times at which such Awards shall be made, the number of shares of Common Stock to be granted pursuant to such Awards, and all other conditions of such Awards. Unless the Committee determines otherwise, any such Award shall be confirmed by an Award Agreement, which shall contain such provisions as the Committee determines to be necessary or appropriate to carry out the intent of this Plan with respect to such Award.

13.2. Terms of Other Stock-based Awards.

Any Common Stock subject to Awards made under this Section 13 may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses.

14. REQUIREMENTS OF LAW

14.1. General.

The Company shall not be required to sell or issue any shares of Stock under any Award if the sale or issuance of such shares would constitute a violation by the Grantee, any other individual exercising an Option, or the Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Stock may be issued or sold to the Grantee or any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay

caused thereby shall in no way affect the date of termination of the Award. Specifically, in connection with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by such Award, the Company shall not be required to sell or issue such shares unless the Board has received evidence satisfactory to it that the Grantee or any other individual exercising an Option may acquire such shares pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Board shall be final, binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or the issuance of shares of Stock pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.

14.2. Rule 16b-3.

During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.

15. EFFECT OF CHANGES IN CAPITALIZATION

15.1. Changes in Stock.

If (i) the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Company occurring after the Effective Date or (ii) there occurs any spin-off, split-up, extraordinary cash dividend or other distribution of assets by the Company, the number and kinds of shares for which grants of Awards may be made under the Plan (including the per-Grantee maximums set forth in Section 4) shall be equitably adjusted by the Company; provided that any such adjustment shall comply with Section 409A. In addition, in the event of any such increase or decrease in the number of outstanding shares or other transaction described in clause (ii) above, the number and kind of shares for which Awards are outstanding and the Option Price per share of outstanding Options and SAR Exercise Price per share of outstanding SARs shall be equitably adjusted; provided that any such adjustment shall comply with Section 409A.

15.2. Effect of Certain Transactions.

Except as otherwise provided in an Award Agreement and subject to the provisions of Section 16.3, in the event of a Corporate Transaction, the Plan and the Awards issued hereunder shall continue in effect in accordance with their respective terms, except that following a Corporate Transaction either (i) each outstanding Award shall be treated as provided for in the agreement entered into in connection with the Corporate Transaction or (ii) if not so provided in such agreement, each Grantee shall be entitled to receive in respect of each share of Common Stock subject to any outstanding Awards, upon exercise or payment or transfer in respect of any Award, the same number and kind of stock, securities, cash, property or other consideration that each holder of a share of Common Stock was entitled to receive in the Corporate Transaction in respect of a share of Common stock; provided, however, that, unless otherwise determined by the Committee, such stock, securities, cash, property or other consideration shall remain subject to all of the conditions, restrictions and performance criteria which were applicable to the Awards prior to such Corporate Transaction. Without limiting the generality of the foregoing, the treatment of outstanding Options and SARs pursuant to this Section 16.2 in connection with a Corporate Transaction in which the consideration paid or distributed to the Company’s stockholders is not entirely shares of common stock of the acquiring or resulting corporation may include the cancellation of outstanding Options and SARs upon consummation of the Corporate Transaction as long as, at the election of the Committee, (i) the holders of affected Options and SARs have been given a period of at least fifteen days prior to the date of the consummation of the Corporate Transaction to exercise the Options or SARs (to the extent otherwise exercisable) or (ii) the holders of the affected Options and SARs are paid (in cash or cash equivalents) in respect of each Share covered by the Option or SAR being canceled an amount equal to the excess, if any, of the per share price paid or distributed to stockholders in the Corporate Transaction (the value of any non-cash consideration to be determined by the Committee in its sole discretion) over the Option Price or SAR Exercise Price, as applicable. For avoidance of doubt, (1) the cancellation of Options and SARs pursuant to clause (ii) of the preceding sentence may be effected notwithstanding anything to the contrary contained in this Plan or any Award Agreement and (2) if the amount determined pursuant to clause (ii) of the preceding sentence is zero or less, the affected Option or SAR may be cancelled without any payment therefore. The treatment of any Award as provided in this Section 16.2 shall be conclusively presumed to be appropriate for purposes of Section 16.1.

15.3. Change in Control

15.3.1. Consequences of a Change in Control.

For Awards granted to Non-Employee Directors, upon a Change in Control all outstanding Awards that may be exercised shall become fully exercisable, all restrictions with respect to outstanding Awards shall lapse and become vested and non-forfeitable, and any specified performance goals with respect to outstanding Awards shall be deemed to be satisfied at target.

For Awards granted to any other Service Providers, either of the following provisions shall apply, depending on whether, and the extent to which, Awards are assumed, converted or replaced by the resulting entity in a Change in Control, provided that the Earnout RSUs shall vest in a Change in Control only to the extent provided by the Merger Agreement:

(i)

To the extent such Awards are not assumed, converted or replaced by the resulting entity in the Change in Control, then upon the Change in Control such outstanding Awards that may be exercised shall become fully exercisable, all restrictions with respect to such outstanding Awards, other than for Performance Awards, shall lapse and become vested and non-forfeitable, and for any outstanding Performance Awards the target payout opportunities attainable under such Awards shall be deemed to have been fully earned as of the Change in Control based upon the greater of: (A) an assumed achievement of all relevant performance goals at the “target” level, or (B) the actual level of achievement of all relevant performance goals against target as of the Company’s fiscal quarter end preceding the Change in Control and the Award shall become vested pro rata based on the portion of the applicable performance period completed through the date of the Change in Control.

(ii)

To the extent such Awards are assumed, converted or replaced by the resulting entity in the Change in Control, if, within two years after the date of the Change in Control, the Service Provider has a Separation from Service either (1) by the Company other than for “cause” or (2) by the Service Provider for “good reason” (each as defined in the applicable Award Agreement), then such outstanding Awards that may be exercised shall become fully exercisable, all restrictions with respect to such outstanding Awards, other than for Performance Awards, shall lapse and become vested and non-forfeitable, and for any outstanding Performance Awards the target payout opportunities attainable under such Awards shall be deemed to have been fully earned as of the Separation from Service based upon the greater of: (A) an assumed achievement of all relevant performance goals at the “target” level, or (B) the actual level of achievement of all relevant performance goals against target as of the Company’s fiscal quarter end preceding the Change in Control and the Award shall become vested pro rata based on the portion of the applicable performance period completed through the date of the Separation from Service.

15.3.2. Change in Control Defined.

Except as may otherwise be defined in an Award Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

(a) Any Person becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of Outstanding Voting Securities; provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or (iv) any acquisition pursuant to a Corporate Transaction that complies with subsections (c)(i), (c)(ii) and (c)(iii) of this definition;

(b) Continuing Directors cease for any reason to constitute at least a majority of the Board;

(c) Consummation of a Corporate Transaction unless, following such Corporate Transaction, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 50% of the then-outstanding combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Corporate Transaction (including, without limitation, an entity that, as a result of such

transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership of the Outstanding Voting Securities immediately prior to such Corporate Transaction, (ii) no Person (excluding any corporation resulting from such Corporate Transaction or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) beneficially owns, directly or indirectly, more than 50% of the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Corporate Transaction, and (iii) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Corporate Transaction were Continuing Directors at the time of the execution of the initial agreement or of the action of the Board providing for such Corporate Transaction; or

(d) The stockholders of the Company give approval of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, if it is determined that an Award hereunder is subject to the requirements of Section 409A and payable upon a Change in Control, the Company will not be deemed to have undergone a Change in Control unless the Company is deemed to have undergone a “change in control event” pursuant to the definition of such term in Section 409A. In addition, in no event shall the consummation of the transactions contemplated by the Merger Agreement constitute a Change in Control.

15.4. Adjustments.

Adjustments under this Section 16 related to shares of Stock or securities of the Company shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share.

16. NO LIMITATIONS ON COMPANY

The making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets.

17. TERMS APPLICABLE GENERALLY TO AWARDS GRANTED UNDER THE PLAN

17.1. Disclaimer of Rights.

No provision in the Plan or in any Award Agreement shall be construed to confer upon any individual the right to remain in the employ or service of the Company or any Affiliate, or to interfere in any way with any contractual or other right or authority of the Company either to increase or decrease the compensation or other payments to any individual at any time, or to terminate any employment or other relationship between any individual and the Company. In addition, notwithstanding anything contained in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, no

Award granted under the Plan shall be affected by any change of duties or position of the Grantee, so long as such Grantee continues to be a Service Provider. The obligation of the Company to pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation to pay only those amounts described herein, in the manner and under the conditions prescribed herein. The Plan shall in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or beneficiary under the terms of the Plan.

17.2. Nonexclusivity of the Plan.

Neither the adoption of the Plan nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular individuals), including, without limitation, the granting of stock options as the Board in its discretion determines desirable.

17.3. Withholding Taxes.

The Company or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state, or local taxes of any kind required by law to be withheld (i) with respect to the vesting of or other lapse of restrictions applicable to an Award, (ii) upon the issuance of any shares of Stock upon the exercise of an Option or SAR, or (iii) otherwise due in connection with an Award. At the time of such vesting, lapse, or exercise, the Grantee shall pay to the Company or the Affiliate, as the case may be, any amount that the Company or the Affiliate may reasonably determine to be necessary to satisfy such withholding obligation. Subject to the prior approval of the Company or the Affiliate, which may be withheld by the Company or the Affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such obligations, or the Company may require such obligations (up to maximum statutory rates) to be satisfied, in whole or in part, (i) by causing the Company or the Affiliate to withhold the number of shares of Stock otherwise issuable to the Grantee as may be necessary to satisfy such withholding obligation or (ii) by delivering to the Company or the Affiliate shares of Stock already owned by the Grantee. The shares of Stock so delivered or withheld shall have an aggregate Fair Market Value equal to such withholding obligations (up to maximum statutory rates). The Fair Market Value of the shares of Stock used to satisfy such withholding obligation shall be determined by the Company or the Affiliate as of the date that the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 18.3 may satisfy his or her withholding obligation only with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

17.4. Captions.

The use of captions in this Plan or any Award Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or any Award Agreement.

17.5. Other Provisions.

Each Award Agreement may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Board, in its sole discretion. In the event of any conflict between the terms of an employment agreement and the Plan, the terms of the employment agreement govern.

17.6. Number and Gender.

With respect to words used in this Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the context requires.

17.7. Severability.

If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

17.8. Governing Law.

The Plan shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law, and applicable Federal law.

17.9. Section 409A.

The Plan is intended to comply with Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable laws require otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid accelerated taxation and tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately following the Grantee’s Separation from Service shall instead be paid on the first payroll date after the six-month anniversary of the Grantee’s Separation from Service (or the Grantee’s death, if earlier). Notwithstanding the foregoing, neither the Company nor the Committee shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Grantee under Section 409A and neither the Company nor the Committee will have any liability to any Grantee for such tax or penalty.

17.10. Separation from Service.

The Board shall determine the effect of a Separation from Service upon Awards, and such effect shall be set forth in the appropriate Award Agreement. Without limiting the foregoing, the Board may provide in the Award Agreements at the time of grant, or any time thereafter with the consent of the Grantee, the actions that will be taken upon the occurrence of a Separation from Service, including, but not limited to, accelerated vesting or termination, depending upon the circumstances surrounding the Separation from Service.

17.11. Transferability of Awards.

17.11.1. Transfers in General.

Except as provided in Section 18.11.2, no Award shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution, and, during the lifetime of the Grantee, only the Grantee personally (or the Grantee’s personal representative) may exercise rights under the Plan.

17.11.2. Family Transfers.

If authorized in the applicable Award Agreement, a Grantee may transfer, not for value, all or part of an Award (other than Incentive Stock Options) to any Family Member. For the purpose of this Section 18.11.2, a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) a transfer to an entity in which more than fifty percent of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in that entity. Following a transfer under this Section 18.11.2, any such Award shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred Awards are prohibited except to Family Members of the original Grantee in accordance with this Section 18.11.2 or by will or the laws of descent and distribution.

17.12. Dividends and Dividend Equivalent Rights.

If specified in the Award Agreement, the recipient of an Award (other than Options or SARs) may be entitled to receive dividends or dividend equivalents with respect to the Common Stock or other securities covered by an Award. The terms and conditions of a dividend equivalent right may be set forth in the Award Agreement. Dividend equivalents credited to a Grantee may be reinvested in additional shares of Stock or other securities of the Company at a price per unit equal to the Fair Market Value of a share of Stock on the date that such dividend was paid to stockholders, as determined in the sole discretion of the Committee. Notwithstanding any provision herein to the contrary, in no event will dividends or dividend equivalents vest or otherwise be paid out prior to the time that the underlying Award (or portion thereof) has vested and, accordingly, will be subject to cancellation and forfeiture if such Award does not vest (including both time-based and performance-based Awards).

The Plan was adopted by the Board of Directors on September 2, 2021 and was approved by the stockholders of the Company on September 1, 2021.

Exhibit 10.9

NOTICE OF GRANT OF [INCENTIVE STOCK OPTION] or [NON-QUALIFIED STOCK OPTION AWARD]

RENOVACOR, INC

2021 OMNIBUS INCENTIVE PLAN

Renovacor, Inc. (the “Company”) hereby grants this award of a Non-qualified Stock Option (the “Award” or “Option”) as set forth in this Notice of Grant of Non-qualified Stock Option Award (the “Notice”) to the Grantee designated in this Notice, pursuant to the provisions of the Company’s 2021 Omnibus Incentive Plan (the “Plan”) and subject to certain restrictions as outlined below in this Notice and the additional provisions set forth in the attached Terms and Conditions of Option Award (the “Terms”). Together, this Notice, the attached Terms and all exhibits and appendices hereto constitute the “Agreement.” The terms and conditions of the Plan are incorporated by reference in their entirety into this Agreement. When used in this Agreement, the terms that are defined in the Plan shall have the meanings given to them in the Plan, as modified herein (if applicable).

Award Details:


Grantee Name	Grant Date	Expiration Date

Vesting Commencement Date	No. of Options	Exercise Price per Share

[This Option is intended to qualify as an Incentive Stock Option. Nevertheless, to the extent that the Option fails to meet the requirements of an Incentive Stock Option, this Option shall be treated as a Non-qualified Stock Option.] OR [The Option is not intended to qualify as an Incentive Stock Option.]

Vesting Schedule: Subject to the terms of the Plan and this Agreement, the Option shall become vested and exercisable in accordance with the following schedule, in the event the Grantee does not have a separation from service prior to the applicable vesting date(s) (the “Vesting Date”):¹


Vesting Date		Number of Options to Vest
First anniversary of Vesting Commencement Date		25%
Each month thereafter, for 36 months (through fourth anniversary of Vesting Commencement Date)		2.083%

The Option may be exercisable only as to a whole number of shares of Common Stock as of any given vesting date. If the number of shares of Common Stock with respect to which the Option becomes vested and exercisable determined as of a Vesting Date is a fractional number, the number vesting will be rounded down to the nearest whole number with any fractional portion carried forward. Exhibit A to this Notice sets forth the terms and provisions regarding treatment of the Award upon the Grantee’s Separation from Service. The Option shall not become vested and exercisable following the Grantee’s Separation from Service except as otherwise expressly provided in Exhibit A to this Notice or as otherwise provided pursuant to the terms of the Plan.

¹	NTD: This is the standard vesting schedule currently used, but may be varied by the Committee.

Expiration Date: The expiration date of the Option (the “Expiration Date”) is set forth in the Award Details above. The Option may terminate earlier than the Expiration Date as set forth in Exhibit A to this Notice in connection with the Grantee’s Separation from Service.

Award Acceptance: The Grantee must accept the Agreement electronically pursuant to the online acceptance procedure established by the Company by no later than three months following the Grant Date. If the Grantee does not accept the Agreement through the online acceptance process by that date, or such other date that may be communicated, the Company will automatically accept the Agreement on the Grantee’s behalf. If the Grantee declines the Agreement, the Award will be canceled, and the Grantee will not be entitled to any benefits from the Award nor any compensation or benefits in lieu of the canceled award.

EXHIBIT A

Treatment Upon Separation from Service or Change in Control²

1. Vesting upon Separation from Service. Vesting and exercisability of any portion of the Option on a Vesting Date is conditioned on the Grantee remaining in continuous Service through the Vesting Date. Accordingly, and except as provided by Section 3 of this Exhibit, if the Grantee has a Separation from Service for any reason, whether voluntary or involuntary and with or without cause, before a Vesting Date, the entire unvested portion of the Option as of the date of such Separation from Se3rvice shall be immediately canceled and forfeited. Any outstanding, vested portion of the Option shall remain exercisable for such period as set forth in Section 2 of this Exhibit.

2. Exercisability of Vested Option Following Separation from Service.

(a) General Rule. Upon the Grantee’s Separation from Service other than as provided in clauses (b) and (c) below, the portion of the Option then vested and exercisable shall remain exercisable until the earlier of (A) nine (90) days after the date of Separation from Service or (B) the Expiration Date.

(b) Death and Disability. If the Grantee has a Separation from Service as a result of the Grantee’s death or disability (as defined in Section 22(e)(3) of the Code), the portion of the Option then vested and exercisable shall remain exercisable until the earlier of (A) one year from the date of such death or disability or (B) the Expiration Date. Following a Grantee’s death, the Option shall be exercisable by the person entitled to do so under the will of the Grantee, or, if the Grantee shall fail to make testamentary disposition of the Option or shall die intestate, by the legal representative of the Grantee.

(c) Cause. If the Grantee has a Separation from Service by action of the Company for Cause, the entire Option, including any vested and unvested portion, shall expire immediately upon such Separation from Service. For this purpose, “Cause” shall have the meaning set forth in any employment agreement between the Company and the Grantee, and if there is no such agreement, “Cause” means dismissal as a result of (i) the commission of any act by the Grantee constituting financial dishonesty against the Company or its Subsidiaries (which act would be chargeable as a crime under applicable law); (ii) the Grantee’s engaging in any other act of dishonesty, fraud, intentional misrepresentation, moral turpitude, illegality or harassment which, as determined in good faith by the Committee, would: (A) materially adversely affect the business or the reputation of the Company or any of its Subsidiaries with their respective current or prospective customers, suppliers, lenders and/or other third parties with whom such entity does or might do business; or (B) expose the Company or any of its Subsidiaries to a risk of civil or criminal legal damages, liabilities or penalties; (iii) the repeated failure by the Grantee to follow the lawful directives of the chief executive officer of the Company or any of its Subsidiaries or the Committee, or (iv) any material misconduct, violation of the Company’s or Subsidiaries’ policies, or willful and deliberate non-performance of duty by the Grantee in connection with the business affairs of the Company or its Subsidiaries.

3. Change in Control. Upon a Change in Control, the Option shall be treated in accordance with the provisions of Section 15.3.1 of the Plan.

²	NTD: This is the standard termination treatment currently used, but may be varied by the Committee.

2021 OMNIBUS INCENTIVE PLAN

TERMS AND CONDITIONS OF STOCK OPTION AWARD

The award of a non-statutory stock option (the “Award” or “Option”) granted by Renovacor, Inc. (the “Company”) to the Grantee specified in the Notice of Grant of Incentive Stock Option or Non-statutory Stock Option Award, as applicable (the “Notice”) to which these Terms and Conditions of Stock Option Award (the “Terms”) are attached, is subject to the terms and conditions of the Plan, the Notice, and these Terms. The terms and conditions of the Plan are incorporated by reference in their entirety into these Terms. The Notice and these Terms (including any exhibits or appendices) together constitute the “Agreement.” A Prospectus describing the Plan has been delivered to the Grantee. The Plan itself is available upon request. When used in this Agreement, the terms which are defined in the Plan shall have the meanings given to them in the Plan, as modified herein (if applicable).

1.	Grant of Option.

(a) As of the Grant Date set forth in the Notice, the Company grants to the Grantee an Option to purchase a number of shares of Common Stock set forth in the Notice and Grant Summary, subject to the terms and conditions of the Plan and this Agreement.

(b) The Option shall become vested and exercisable in accordance with the schedule set forth in the Notice.

(c) The Option shall terminate upon the earlier to occur of: (i) the Expiration Date set forth in the Notice; or (ii) the expiration of the applicable period following the Grantee’s Separation from Service as set forth in the Notice. The Company shall have no obligation to provide the Grantee with notice of termination or expiration of the Option.

2.	Exercise of Option.

(a) Notice of Exercise. Subject to the terms of the Plan and this Agreement, the Option, to the extent vested and exercisable, shall be exercised pursuant to procedures established by the Committee, which may include electronic or voice procedures as may be specified by the Committee and which may include a requirement to acknowledge this Agreement prior to exercise.

(b) Minimum Exercise Requirements. Unless otherwise determined by the Company, the Option must be exercised for at least one hundred (100) shares of Common Stock, or, if the number of shares subject to the unexercised portion of the Option is less than 100, all of the remaining shares subject to the Option.

(c) Payment of Exercise Price. If the Grantee elects to exercise the Option by submitting an exercise notice under Section 2(a) of this Agreement, the aggregate Exercise Price shall be paid by cash or certified check; provided, however, that the Committee may authorize payment to be made in any of the following additional forms, or a combination of them:

i. by a broker-assisted cashless exercise procedure;

ii. by tendering shares of Stock acceptable to the Committee valued at their Fair Market Value as of the date of exercise;

iii. a “net exercise” under which the Company reduces the number of shares of Common Stock issued upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate Exercise Price (with cash for any difference); or

iv. any other consideration that the Board deems appropriate and in compliance with applicable law.

(d) Issuance of Shares Upon Exercise. Subject to this Agreement, the Company shall issue, in book-entry (electronic) form, the number of shares of Common Stock to which the Grantee (or other permitted person following the Grantee’s death) is entitled as soon as practicable after the date of exercise. Unless the person exercising the Option otherwise directs the Company in writing, the book-entry will be made in the name of the person exercising the Option and delivered to such person. (If the person exercising the Option directs the Company to register the Common Stock in the name of another, the person exercising the Option should consult his or her tax advisor on the gift tax implications of such registration.) For income tax purposes, the shares of Common Stock shall be considered transferred to the Grantee on the date on which the Option is exercised with respect to such shares. Until such time as the Option has been duly exercised and shares of Common Stock have been delivered, the Grantee shall not be entitled to exercise any voting rights with respect to such shares and shall not be entitled to receive dividends or other distributions with respect thereto.

3.	Responsibility for Taxes.

(a) Regardless of any action the Company takes with respect to any or all income tax, payroll tax or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that the Company or a Subsidiary that the Grantee is employed by or provides services to (the “Employer”) (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant, vesting or exercise of the Option or the subsequent sale of any shares of Common Stock acquired upon exercise; and (ii) does not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Grantee’s liability for Tax-Related Items.

(b) Prior to the exercise of the Option, the Grantee shall pay or make adequate arrangements satisfactory to the Company to satisfy all withholding obligations of the Company or Employer. In this regard, the Grantee authorizes the Company and/or Employer to withhold all applicable Tax-Related Items legally payable by the Grantee from the Grantee’s wages or other cash compensation paid to the Grantee by the Company or Employer or from proceeds of the sale of any shares of Common Stock. Alternatively, or in addition, to the extent permissible under applicable law, the Company or Employer may (i) sell or arrange for the sale of any shares of Common Stock that the Grantee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold shares of Common Stock otherwise issuable upon exercise of the Option in an amount necessary to satisfy the withholding obligation for Tax-Related Items. Finally, the Grantee shall pay to the Company and/or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue and deliver shares of Common Stock upon exercise of the Option if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items as described in this Section 3.

(c) If the Notice indicates that the Award is intended to be an Incentive Stock Option and if the Grantee makes any disposition of Shares delivered pursuant to the exercise of the Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions) or any successor provision of the Code, the Grantee shall notify the Company of such disposition within ten days of such disposition.

Grantee Representations. The Grantee hereby represents to the Company that the Grantee has read and fully understands the provisions of this Agreement, the Prospectus and the Plan, and the Grantee’s decision to participate in the Plan is completely voluntary. Further, the Grantee acknowledges that the Grantee is relying solely on his or her own advisors with respect to the tax consequences of this Award.

Regulatory Restrictions on the Shares Issued Upon Exercise. Notwithstanding the other provisions of this Agreement, the Committee shall have the sole discretion to impose such conditions, restrictions and limitations on the issuance of shares of Common Stock with respect to this Award unless and until the Committee determines that such issuance complies with (i) any applicable registration requirements under the Securities Act or the Committee has determined that an exemption therefrom is available, (ii) any applicable listing requirement of any stock exchange on which the Common Stock is listed, (iii) any applicable Company policy or administrative rules, and (iv) any other applicable provision of state, federal or foreign law, including foreign securities laws where applicable.

6.	Miscellaneous.

(a) Notices. Any notice which either party hereto may be required or permitted to give to the other shall be in writing and may be delivered personally, by intraoffice mail, by fax, by electronic mail or other electronic means, or via a postal service, postage prepaid, to such electronic mail or postal address and directed to such person as the Company may notify the Grantee from time to time; and to the Grantee at the Grantee’s electronic mail or postal address as shown on the records of the Company from time to time, or at such other electronic mail or postal address as the Grantee, by notice to the Company, may designate in writing from time to time.

(b) Waiver. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

(c) Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof. Any prior agreements, commitments or negotiations concerning the Award are superseded.

(d) Binding Effect; Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and to the extent not prohibited herein, their respective heirs, successors, assigns and representatives. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.

(e) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law, and applicable Federal law.

(f) Dispute Resolution; Venue. Any dispute or disagreement which shall arise under or in any way relate to the interpretation or construction of the Plan or this Agreement shall be resolved by the Committee and the decision of the Committee shall be final, binding and conclusive for all purposes. The Grantee and the Company and their respective heirs, representatives, successors and assigns irrevocably submit to the exclusive and sole jurisdiction and venue of the state courts of Philadelphia, Pennsylvania and the federal courts of the Eastern District of Pennsylvania with respect to any and all disputes arising out of or relating to the Plan, this Agreement, and/or the Options, including but not limited to any disputes arising out of or relating to the interpretation and enforceability of this Option Award or the terms and conditions of the Plan, and agree that (a) sole and exclusive appropriate venue for any such action shall be such Pennsylvania courts, and no other, (b) all claims with respect to any such action shall be heard and determined exclusively in such Pennsylvania courts, and no other, (c) such Pennsylvania courts shall have sole and exclusive jurisdiction over the Grantee and the Company and over the subject matter of any dispute relating hereto and (d) the Grantee and the Company waive any and all objections and defenses to bringing any such action before such Pennsylvania courts, including but not limited to those relating to lack of personal jurisdiction, improper venue or forum non conveniens.

(g) Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.

(h) Conflicts; Amendment. The provisions of the Plan are incorporated in this Agreement in their entirety. In the event of any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan shall control. The Committee has plenary authority to interpret the Plan and any Award thereunder, and prescribe such rules, regulations and procedures in connection with the operations of the Plan as it shall deem to be necessary and advisable for the administration of the Plan consistent with its purposes. This Agreement may be amended at any time by the Committee, provided that no amendment may, without the consent of the Grantee, materially impair the Grantee’s rights with respect to the Award. All other amendments to the Agreement shall be in writing (including electronic amendments) and executed on behalf of the Company and by the Grantee. The Committee shall have full authority and discretion, subject only to the terms of the Plan, to decide all matters relating to the administration or interpretation of the Plan, the Award, and the Agreement, and all such action by the Committee shall be final, conclusive, and binding upon the Company and the Grantee.

(i) No Right to Continued Service. Nothing in this Agreement shall confer upon the Grantee any right to continue in Service or affect the right of the Company or Employer to terminate the Grantee’s Service at any time.

(j) Further Assurances. The Grantee agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of this Agreement and the Plan.

(k) Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

(l) Restrictive Covenants. To the extent allowed by and consistent with applicable law and any applicable limitations period, if it is determined at any time that the Grantee has materially breached any employment-related covenants under any written agreement with the Company, the Company will be entitled to (i) cause any unvested portion of the Award to be immediately canceled without any payment of consideration by the Company and (ii) recover from the Grantee in its sole discretion some or all of the shares of Stock (or proceeds received by the Grantee from such shares of Stock) issued to the Grantee upon exercise pursuant to this Agreement. The Grantee recognizes that if the Grantee breaches any such covenants, the losses to the Company may amount to the full value of any shares of Stock issued to the Grantee upon exercise pursuant to this Agreement.

Exhibit 10.10

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into effective as of September 2, 2021 between Renovacor, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may not be available to it on terms that the Company considers to be commercially reasonable or, if available to it on commercially reasonable terms during some period of time, may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Amended and Restated Bylaws and Second Amended and Restated Certificate of Incorporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”) of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”). The Bylaws, the Certificate of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification;

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and Certificate of Incorporation of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

WHEREAS, Indemnitee does not regard the protection available under the Company’s Bylaws and Certificate of Incorporation and insurance as adequate in the present circumstances, and may not be willing to serve as a director or officer without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified;

WHEREAS, Indemnitee may have certain rights to indemnification and/or insurance provided by Indemnitee’s employer or other third parties and certain of their affiliates which is intended to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve on the Board; and

WHEREAS, certain capitalized terms used herein are defined in Section 13 hereof.

NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve or continue to serve, as applicable, as a director or officer of the Company from and after the date hereof, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, penalties, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.

(b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on

Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware (or such other court in which the Proceeding is properly brought) shall determine that Indemnitee is fairly and reasonably entitled to indemnification.

(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 1(c) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

(d) Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

2. Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

3. Contribution.

(a) Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permitted under applicable law, the Company shall pay, in the first instance, the entire amount of any judgment, penalty, fine, amounts paid or to be paid in settlement of such Proceeding and/or

amounts paid or to be paid for Expenses without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(b) Without diminishing or impairing the obligations of the Company set forth in Section 3(a) above, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment, penalty, fine or settlement in any threatened, pending or completed Proceeding and/or Expenses in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permitted under applicable law, the Company shall contribute to the amount of Expenses, judgments, penalties, fines and amounts paid or to be paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such Expenses, judgments, penalties, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

(c) To the fullest extent permitted under applicable law, the Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(d) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses actually and reasonably incurred, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

4. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness, deponent, interviewee, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf in connection therewith.

5. Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Such statement or statements shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Advances shall be made without regard to Indemnitee’s ability to repay Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. This Section 5 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 9.

6. Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including, without limitation, the DGCL and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Chief Executive Officer, President, Secretary or other appropriate officer of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company from its obligations under this Agreement unless, and to the extent that, such failure actually and materially prejudices the interests of the Company, its affiliates and subsidiaries. The Company will be entitled to participate in the Proceeding at its own Expense.

(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (i) by a majority vote of the Disinterested Directors, even though less than

a quorum, (ii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum, (iii) if there are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) if so directed by the Board, by the stockholders of the Company; provided, however, that if there has been a Change in Control, then such determination shall be made by Independent Counsel.

(c) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(c). Independent Counsel shall be selected by the Board and written notice of such selection shall be given to Indemnitee. Indemnitee may, within ten (10) days after such written notice of selection of Independent Counsel shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by Indemnitee to the Board’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incurred by the Company and the Indemnitee incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.

(d) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(e) To the fullest extent permitted by applicable law, including the Bylaws and Certificate of Incorporation, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. The provisions of this Section 6(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(f) If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by applicable law, including the Bylaws and Certificate of Incorporation, be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such sixty (60) day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration thereof at the next annual meeting of the stockholders to be held within seventy five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and at which such determination is made.

(g) Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding the

Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(h) In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such Proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(i) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

7. Remedies of Indemnitee.

(a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 1(c), 1(e), 4 or the last sentence of Section 6(g) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification is not made pursuant to Sections 1(a), 1(b) and 2 of this Agreement within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, or (vi) the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a); provided, however, that the foregoing clause shall not apply in respect of any proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section 1(c) of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b) In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any Proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).

(c) If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any Proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by Indemnitee in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.

(e) The Company shall be precluded from asserting in any Proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, if, in the case of indemnification, Indemnitee is wholly successful on the underlying claims; if Indemnitee is not wholly successful on the underlying claims, then such indemnification shall be only to the extent Indemnitee is successful on such underlying claims or otherwise as permitted by law, whichever is greater.

(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

8. Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.

(a) The rights of indemnification and the right to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders, a resolution of directors of the Company, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification or advancement of expenses than would be afforded currently under the Certificate of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) To the extent that the Company or its affiliates or subsidiaries maintain an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(c) The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by Indemnitee’s employer or other third parties and certain of their affiliates (collectively, the “Other Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Other Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Other Indemnitors are express third party beneficiaries of the terms of this Section 8(c).

(d) Except as provided in Section 8(c) above, in the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee (other than against the Other Indemnitors), who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(e) Except as provided in Section 8(c) above, the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise and has no obligation to return or repay such funds.

(f) Except as provided in Section 8(c) above, the Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise. The Company shall not adopt any amendment to the Bylaws or the Certificate of Incorporation, the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement.

9. Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision, provided, that the foregoing shall not affect the rights of Indemnitee or the Other Indemnitors set forth in Section 8(c) above; or

(b) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act) or (iii) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or

(c) except as provided in Section 7(e) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to indemnification or advancement of Expenses, including a Proceeding (or any part of any Proceeding) initiated pursuant to Section 7 of this Agreement, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (iii) such payment arises in connection with any mandatory counterclaim or cross claim brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding) or (iv) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

10. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue until the later of: (a) ten (10) years after the date that Indemnitee ceased to serve as a director of the Company (or ceased to serve at the request of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise) and (b) one (1) year after the final termination of any Proceeding, including any appeal therefrom, then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder, or any Proceeding commenced under Section 7 hereof, by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting or serving in any such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by reorganization, purchase, merger, consolidation or otherwise to all or substantially all of the business, stock or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

11. Security. To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.

12. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto, including any predecessor of the Company, with respect to the subject matter hereof.

(c) The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting Indemnitee’s rights to receive advancement of expenses under this Agreement.

13. Definitions. For purposes of this Agreement:

(a) A “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

(b) “Corporate Status” means the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the request of the Company.

(c) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d) “Enterprise” shall mean the Company and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.

(e) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide

discovery in any Proceeding. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent (ii) Expenses incurred in connection with recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee is ultimately determined to be entitled to such indemnification, advancement or Expenses or insurance recovery, as the case may be, and (iii) for purposes of Section 7(e) only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, the Certificate of Incorporation, the Bylaws or under any directors’ and officers’ liability insurance policies maintained by the Company, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(f) “Independent Counsel” means a law firm, or a member of a law firm, or a solo practitioner that is experienced and licensed in matters of corporation law in the relevant jurisdiction and neither at present is, nor in the past five (5) years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(g) “Proceeding” includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of Indemnitee’s Corporate Status, by reason of any action taken by Indemnitee, or of any inaction on Indemnitee’s part, while acting in Indemnitee’s Corporate Status; in each case whether or not Indemnitee is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce Indemnitee’s rights under this Agreement.

(h) “Voting Securities” means any securities of the Company that vote generally in the election of directors.

14. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Further, the invalidity or unenforceability of any provision hereof as to Indemnitee shall in no way affect the validity or enforceability of any provision hereof as to the other. Without limiting the generality of the

foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

15. Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

16. Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

17. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:

(a)

To Indemnitee at the address set forth below Indemnitee signature hereto.

(b)

To the Company at:

Renovacor, Inc.

P.O. Box 8142

Greenwich, CT 06836

Attention: Chief Executive Officer

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

18. 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 the same instrument. Counterparts may be delivered via 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.

19. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

20. Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the date set forth above.


COMPANY

RENOVACOR, INC.

By:
Name:.		Magdalene Cook, M.D.
Title:		President and Chief Executive Officer



Date:



INDEMNITEE


Name:


Date:



Address:

SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT

Exhibit 10.11

FORM OF

EMPLOYMENT AGREEMENT¹

This EMPLOYMENT AGREEMENT (this “Agreement”) is made, entered into by and between Renovacor, Inc., a Delaware corporation (the “Company”), and [EXECUTIVE NAME] (the “Executive”), dated [DATE].

WHEREAS, the Executive possesses certain experience and expertise that qualifies him to provide the direction and leadership required by the Company;

WHEREAS, the Company desires to employ the Executive as a senior executive of the Company and the Executive wishes to accept such employment;

WHEREAS, concurrently with the execution of this Agreement, the Executive has executed the Company’s standard Proprietary Information and Inventions Agreement (the “Inventions Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Company and the Executive agree as follows:

1. Position and Duties.

(a) Effective as of [date] (the “Effective Date”), the Executive will become employed by the Company, on a full-time basis, as its [position], and will report to the Company’s Chief Executive Officer, subject to the specific direction of the Company’s Board of Directors (the “Board”).

(b) The Executive agrees to perform the duties of [his or her] position and such other duties as may reasonably be assigned to the Executive from time to time. The Executive also agrees that, while employed by the Company, [he or she] will devote [his or her] full business time and [his or her] best efforts, business judgment, skill and knowledge exclusively to the advancement of the business interests of the Company and its Affiliates and to the discharge of [his or her] duties and responsibilities for them, provided that nothing in this subsection (b) shall prevent the Executive from engaging in additional activities in connection with personal investments and community affairs, including, without limitation, serving on civic or charitable boards, so long as such activities do not, individually or in the aggregate, violate Section 3 of this Agreement, or materially interfere with the Executive’s duties under this Agreement.

(c) The Executive agrees that, while employed by the Company, [he or she] will comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to [his or her] position, as in effect from time to time.

(d) The Executive’s principal office, and principal place of employment, shall be [in the Company’s headquarters in Philadelphia, Pennsylvania], subject to reasonable business travel requirements.

¹	NTD: Additional changes would be required if this agreement supersedes and replaces any prior employment agreement with the company.

2. Compensation and Benefits. During the Executive’s employment hereunder, as compensation for all services performed by the Executive for the Company and its Affiliates, the Company will provide the Executive the following compensation and benefits:

(a) Base Salary. The Company will pay the Executive a base salary at the rate of $[AMOUNT] per year, payable in accordance with the regular payroll practices of the Company and subject to increase from time to time by the Board in its sole discretion (as may be increased, from time to time, the “Base Salary”).

(b) Bonuses; Additional Compensation.² The Executive will be eligible to receive bonuses and awards of equity and non-equity compensation and to participate in annual and long-term compensation plans of the Company in accordance with any plan or decision that the Board may in its sole discretion determine from time to time consistent with the executive compensation program established by the Board for the Company’s senior executives. Unless the Board determines otherwise (which discretion shall not reduce the target bonus percentage of Base Salary), the Executive’s target annual cash bonus shall equal [XX]% of Base Salary. The actual amount of the annual cash bonus earned will be determined by the Board based on performance against goals as established by the Board in its discretion, which may include Company and/or individual financial, strategic, and other goals and milestones. The annual cash bonus, to the extent earned, will be paid at the time determined under the annual cash program established for the year, generally expected to be no later than the 15th day of the third month after the end of the applicable fiscal year.

(c) Participation in Employee Benefit Plans. The Executive will be eligible, consistent with applicable tax rules, to participate in all employee benefit plans from time to time in effect for employees of the Company generally, except to the extent such plans are duplicative of benefits otherwise provided to the Executive under this Agreement (e.g., a severance pay plan). The Executive’s participation will be subject to the terms of the applicable plan documents and generally applicable Company policies, as the same may be in effect from time to time, and any other restrictions or limitations imposed by law. The Company may at any time amend or terminate any employee benefit plan at any time.

(d) Vacations. In addition to holidays observed by the Company, the Executive will be entitled to four (4) weeks of vacation leave in accordance with the applicable policies of the Company and its Affiliates as in effect from time to time. Vacation may be taken at such times and intervals as the Executive shall determine, subject to the business needs of the Company.

²	NTD: Add provisions as necessary for any sign-on compensation for new hires or other special compensation arrangements.

(e) Business Expenses. The Company will pay or reimburse the Executive for all reasonable business expenses incurred or paid by the Executive in the performance of [his or her] duties and responsibilities for the Company, subject to Company travel policies approved by the Board, including any maximum annual limit and other restrictions on such expenses and such reasonable substantiation and documentation as may be specified by the Company from time to time. The Executive’s right to payment or reimbursement hereunder shall be subject to the following additional rules: (i) the amount of expenses eligible for payment or reimbursement during any calendar year shall not affect the expenses eligible for payment or reimbursement in any other calendar year, (ii) payment or reimbursement shall be made not later than December 31 of the calendar year following the calendar year in which the expense or payment was incurred and (iii) the right to payment or reimbursement shall not be subject to liquidation or exchange for any other benefit.

(f) Withholding/Taxes. All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company to the extent required by applicable law. The Executive shall be solely responsible for any and all taxes that may result from any payment or benefit provided to Executive under this Agreement.

3. Confidential Information and Restricted Activities.

(a) Confidential Information. During the course of the Executive’s employment with the Company and its Affiliates, the Executive has learned and will continue to learn of Confidential Information, and has developed and will continue to develop Confidential Information on behalf of the Company and its Affiliates. The Executive agrees that [he or she] will not use or disclose to any Person (except as required by applicable law or for the proper performance of [his or her] regular duties and responsibilities for the Company) any Confidential Information obtained by the Executive incident to [his or her] employment or any other association with the Company or any of its Affiliates. The Executive agrees that this restriction will continue to apply after [his or her] employment terminates, regardless of the reason for such termination. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects the Executive’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity and (ii) the Executive will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, the Executive may be held liable if [he or she] unlawfully accesses trade secrets by unauthorized means.

(b) Restricted Activities. The Executive agrees that the following restrictions on [his or her] activities during and after [his or her] employment are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company and its Affiliates:

(i) While the Executive is employed by the Company and during the one-year period following termination of the Executive’s employment for any reason (collectively, the “Restricted Period”), the Executive will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in, or undertake any planning to engage in, the business of establishing, marketing, managing and/or operating any business engaged in developing, marketing, selling or otherwise distributing any BAG-3 technology (the “Business”) anywhere in the world.

(ii) During the Restricted Period, the Executive will not, directly or indirectly, solicit for hiring or engagement, hire, or engage any employee or independent contractor of the Company or any of its Affiliates, or seek to persuade any such employee or independent contractor to discontinue or modify [his or her], [his or her] or its relationship with the Company or any of its Affiliates, provided that (a) the Executive shall not be restricted from making a general solicitation for employees or independent contractors that is not directed at any such person and (b) nothing in this Section 3(b)(ii) will prohibit the solicitation or hiring of any individual who is no longer employed by the Company or its Affiliates at the time of such solicitation or hiring and has not been so employed during the six (6)-month period prior to such solicitation or hiring.

(iii) During the Restricted Period, the Executive will not, directly or indirectly, in any way intentionally interfere with the relationship between the Company or any of its Affiliates and any customer, distributor, vendor or business partner, or prospective customer, distributor, vendor or business partner, of the Company or any of its Affiliates, provided that soliciting or engaging in business with the Company’s or any of its Affiliates’ customers, distributors, vendors or business partners in connection with business permitted during the Restricted Period under Section 3(b)(i) shall not be deemed to violate this Section 3(b)(iii) solely by reason thereof. This Section 3(b)(iii) shall in no way limit the provisions of Section 3(b)(i).

(c) Subject to applicable law, while the Executive is employed by the Company and thereafter, the Executive agrees that [he or she] will not disparage the Company or any of its Affiliates, and the Company agrees that it shall direct its Chief Executive Officer and members of the Board to not disparage the Executive to any third parties.

(d) In signing this Agreement, the Executive gives the Company assurance that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on the Executive under this Section 3. The Executive agrees without reservation that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that the Company would not have entered into this Agreement without the covenants set forth in this Section 3. The Executive further agrees that, were the Executive to breach any of the covenants contained in this Section 3, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that the Company, in addition and not in the alternative to any other remedies available to it, shall be entitled to seek preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any such covenants, without having to post bond, together with an award of its reasonable attorneys’ fees incurred in enforcing its rights hereunder should a court of competent jurisdiction determine that the Executive has, in fact, breached [his or her] obligations hereunder and thus deems the Company the prevailing party in any such action. The Executive further agrees that the Restricted Period, as applicable, shall be tolled, and shall not run, during the period of any breach by the Executive of any of the covenants contained in this Section 3. The Executive and the Company further agree that, in the event that any provision of this Section 3 is determined by any court of competent jurisdiction to be unenforceable by reason of its being

extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including without limitation pursuant to this Section 3. No claimed breach of this Agreement or other violation of law attributed to the Company or any of its Affiliates, or change in the nature or scope of the Executive’s employment or other relationship with the Company or any of its Affiliates, shall operate to excuse the Executive from the performance of [his or her] obligations under this Section 3.

4. Termination of Employment. The Executive’s employment under this Agreement shall continue until terminated pursuant to this Section 4.

(a) By the Company For Cause. The Company may terminate the Executive’s employment for Cause upon notice to the Executive setting forth in reasonable detail the nature of the Cause. For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) the Executive’s material failure to perform (other than by reason of disability), or substantial negligence in the performance of, the Executive’s duties and responsibilities to the Company or any of its Affiliates; (ii) the Executive’s material breach of this Agreement or any other agreement between the Executive and the Company or any of its Affiliates; (iii) the Executive’s commission of, or plea of nolo contendere to, a felony or other crime involving moral turpitude; or (iv) other conduct by the Executive that is or could reasonably be expected to be materially harmful to the business interests or reputation of the Company or any of its Affiliates. Notwithstanding the foregoing, the Company shall provide the Executive with a notice of termination with respect to any termination for Cause under Section 4(a)(i), (ii) and (iv), and, if the conduct giving rise to a termination for Cause is reasonably capable of cure, such notice shall provide a cure period of thirty (30) calendar days for the Executive to cure any defect or failure, provided, however, that the Company shall not be obligated to provide offer the Executive the opportunity to cure conduct giving rise to a termination for Cause on more than one occasion.

(b) By the Company Without Cause. The Company may terminate the Executive’s employment at any time other than for Cause upon notice to the Executive.

(c) By the Executive Without Good Reason. The Executive may terminate [his or her] employment at any time upon thirty (30) days’ notice to the Company. The Board may elect to waive such notice period or any portion thereof.

(d) Termination by the Executive With Good Reason. The Executive may resign from employment under this Agreement for Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events (without Executive’s consent) that occurs during a Protected Period;

(i) a material adverse change in Executive’s functions, duties or responsibilities with the Company which change would cause Executive’s position to become one of materially lesser responsibility, importance, or scope;

(ii) transfer of the Company’s principal work location to a location substantially outside of the greater Boston metropolitan area;

(iii) a material diminution in the Executive’s compensation or benefits without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; or

(iv) a material breach of this Agreement by the Company.

Notwithstanding the foregoing, no such event shall constitute “Good Reason” unless (a) Executive shall have given written notice of such events to the Company within 60 days after the initial occurrence thereof, (b) the Company shall have failed to cure the condition constituting Good Reason within 30 days following the delivery of such notice (or such longer cure period as may be agreed upon by the parties), and (c) Executive terminates employment within 30 days after expiration of such cure period. For the avoidance of doubt, the Executive shall not have the right to resign for Good Reason for any event listed above that occurs outside of a Protected Period.

(e) Death and Disability. The Executive’s employment hereunder shall automatically terminate in the event of the Executive’s death during employment. Subject to applicable state and federal law, the Company may terminate the Executive’s employment, upon notice to the Executive, in the event that the Executive becomes disabled during [his or her] employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result, is unable to perform substantially all of [his or her] duties and responsibilities hereunder (notwithstanding the provision of any reasonable accommodation) for a non-consecutive one hundred eighty (180) days during any period of three hundred sixty-five (365) consecutive days. If any question shall arise as to whether the Executive is disabled to the extent that [he or she] is unable to perform substantially all of [his or her] duties and responsibilities for the Company and its Affiliates, the Executive shall, at the Company’s request, submit to a medical examination by a physician selected by the Company to whom the Executive or the Executive’s guardian, if any, has no reasonable objection to determine whether the Executive is so disabled, and such determination shall for purposes of this Agreement be conclusive of the issue. If such a question arises and the Executive fails to submit to the requested medical examination, the Board’s good faith determination of the issue shall be binding on the Executive solely for purposes of this Agreement.

5. Other Matters Related to Termination.

paid to the Executive within thirty (30) days following the date of termination or such earlier time as may be required by law. In addition, in case of termination of employment for any reason other than by action of the Company for Cause or by action of the Executive without Good Reason, Final Compensation shall include the amount of any earned bonus from the previous calendar year that has not been paid, which will be paid to the Executive within thirty (30) days following the date of termination. Vesting of outstanding equity awards or other long-term incentives in connection with the Executive’s termination of employment shall be governed by the terms of the applicable incentive plan and award agreements.

(b) Severance Payments Outside of a Protected Period. In the event of any termination of the Executive’s employment pursuant to Section 4(b) above other than during a Protected Period, the Company will pay the Executive, in addition to Final Compensation, the following amounts: (i) the Base Salary for a period of [NUMBER] months following the date of termination (the “Severance Payments”); (ii) a cash bonus for the year of termination equal to the target bonus for the year, prorated based on the number of days in the year through the termination date (the “Pro-Rated Bonus”); and (iii) a cash lump-sum payment equal to [NUMBER] times the amount of one month of COBRA premiums based on the terms of Company’s group health plan and the Executive’s coverage under such plan as of the termination date (regardless of any COBRA election actually made by the Executive or the actual COBRA coverage period under the Company’s group health plan) (the “COBRA Payment”).

(c) Severance Payments During a Protected Period. In the event of any termination of the Executive’s employment pursuant to Section 4(b) or 4(d) above during a Protected Period, the Company will pay the Executive, in addition to Final Compensation, the amounts provided in Section 5(b), except that (i) the Severance Payments shall be based on [NUMBER] months of Base Salary and shall be payable in a single cash payment as provided in Section 5(d), and (ii) the COBRA Payment shall be based on [NUMBER] months of COBRA premiums.

(d) Conditions To And Timing Of Severance Payments. Any obligation of the Company to provide the Executive the Severance Payments and the COBRA Payment is conditioned on [his or her] signing and returning, without revoking, to the Company a timely and effective separation agreement containing a general release of claims and other customary terms (including standard carve-outs from the release, such as for vested benefits and indemnification claims) in the form provided to the Executive by the Company at the time that the Executive’s employment terminates (the “Separation Agreement”). The Separation Agreement must become effective, if at all, by the sixtieth (60th) calendar day following the date the Executive’s employment terminates. Any Severance Payments to which the Executive is entitled under Section 5(b) will be payable in the form of salary continuation in accordance with the normal payroll practices of the Company. The first installment of the Severance Payments will be made on the Company’s next regular payday following the expiration of sixty (60) calendar days from the date that the Executive’s employment terminates, but will be retroactive to the day following such date of termination. The Pro-Rated Bonus, the COBRA Payment, and any Severance Payments to which the Executive is entitled under Section 5(c) will be made in a single cash payment on the Company’s next regular payday following the expiration of sixty (60) calendar days from the date that the Executive’s employment terminates (and in no event later than March 15 of the year following the year in which the termination of employment occurs).

(e) Benefits Termination. Except for any right the Executive may have under the federal law known as “COBRA” or other applicable law to continue participation in the Company’s group health and dental plans at [his or her] cost, the Executive’s participation in all employee benefit plans shall terminate in accordance with the terms of the applicable benefit plans based on the date of termination of [his or her] employment, without regard to any payment to the Executive following termination of [his or her] employment, and the Executive shall not be eligible to earn vacation or other paid time off following the termination of [his or her] employment.

(f) Return of Property. Upon any termination of the Executive’s employment hereunder, the Executive shall immediately either destroy or deliver to the Company at the direction of the Company (i) all physical, computerized, electronic or other types of records, documents, proposals, notes, lists, files and any and all other materials, including computerized and electronic information (in hard copy, in e-mails, or on removable or other drives or media), that refers, relates or otherwise pertains to the Company or any Affiliate (or business dealings thereof) that are in the Executive’s possession, subject to the Executive’s control or held by the Executive for others; and (ii) all property or equipment that the Executive has been issued by the Company or any Affiliate during the course of [his or her] employment or property or equipment thereof that the Executive otherwise possesses, including any computers, cellular phones, PDAs, pagers and other devices. The Executive acknowledges that [he or she] is not authorized to retain or use any physical, computerized, electronic or other types of copies of any such physical, computerized, electronic or other types of records, documents, proposals, notes, lists, files or materials, and is not authorized to retain any other property or equipment of the Company or any Affiliate. The Executive further agrees that the Executive will immediately forward to the Company (and thereafter use reasonable efforts to destroy any hard copy and electronic copies thereof) any business information relating to the Company or any Affiliate that has been or is inadvertently directed to the Executive following the Executive’s last day of employment.

(g) Mitigation Not Required. The Executive shall not be required to mitigate the amount of any payment or benefit which is to be paid or provided by the Company pursuant to this Section 5. Any remuneration received by the Executive from a third party following termination of employment shall not apply to reduce the Company’s obligations to make payments or provide benefits hereunder.

(h) D&O Insurance, and Indemnification. Through at least the sixth anniversary of the Executive’s termination date, the Company shall maintain coverage for the Executive as a named insured on all directors’ and officers’ insurance maintained by the Company for the benefit of its directors and officers on at least the same basis as all other covered individuals and provide the Executive with at least the same corporate indemnification as it provides to other senior executives. For the avoidance of doubt, nothing in this Agreement shall supersede any rights that the Executive may have to indemnification under the Company’s charter or bylaws.

(i) Survival. Provisions of this Agreement shall survive any termination of employment if so provided in this Agreement or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation certain of the Executive’s obligations under Section 3 of this Agreement. The obligation of the Company to make payments to the Executive under Section 5(b), and the Executive’s right to retain the same, are expressly conditioned upon [his or her] continued full performance of [his or her] obligations under Section 3 of this Agreement. Upon termination by either the Executive or the Company, all rights, duties and obligations of the Executive and the Company to each other hereunder shall cease, except as otherwise expressly provided in this Agreement.

6. Timing of Payments and Section 409A.

(a) Notwithstanding anything to the contrary in this Agreement, if at the time the Executive’s employment terminates, the Executive is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6)-month period or, if earlier, upon the Executive’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of Section 409A of the Code.

(b) For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Company to be a specified employee under Treasury regulation Section 1.409A-1(i).

(c) Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments.

(d) Executive acknowledges and agrees that the Company does not guarantee the tax treatment or tax consequences associated with any payment arising under this Agreement, including but not limited to consequences related to Section 409A of the Code. In no event shall the Company or any of its Affiliates have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A of the Code.

7. Adjustments to Payments.

taxes and the imposition of the Excise Tax), than if the Executive received all of the Payments. The Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the determination.

(b) All determinations required to be made under this Section, including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by an independent accounting firm selected by the Company from among the four (4) largest accounting firms in the United States or any nationally recognized financial planning and benefits consulting company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and to the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the “change in control of the Company” (within the meaning of Sections 280G and 4999 of the Code) to which the Payments relate, Employer shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

8. Definitions. For purposes of this Agreement, the following definitions apply:

“Affiliates” means the Company and all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by management authority, equity interest or otherwise.

“Change in Control” means a “Change in Control” as defined under the Company’s 2021 Omnibus Incentive Plan as in effect from time to time.

“Confidential Information” means any and all information of the Company and its Affiliates that is not generally available to the public. Confidential Information also includes any information received by the Company or any of its Affiliates from any Person with any understanding, express or implied, that it will not be disclosed. Confidential Information does not include information that enters the public domain, other than through the Executive’s breach of [his or her] obligations under this Agreement or any other agreement between the Executive and the Company or any of its Affiliates.

“Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization, other than the Company or any of its Affiliates.

“Protected Period” means the period beginning on the date of a Change in Control and ending on the second anniversary of that date.

9. Prior Employment or Engagements. The Executive represents and warrants to the Company that the Executive is under no contractual obligation to refrain from working for a competitor of any prior employer or other party. Nonetheless, during any prior employment or consulting engagement, the Executive may have had access to trade secrets or proprietary information of another party that may continue to be of value to such other party. That information remains the property of such other party. Consequently, the Executive shall not disclose any other party’s trade secrets or proprietary information to anyone within the Company, or use those trade secrets or proprietary information in the course of performing services on behalf of the Company.

10. Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

11. Assignment. Neither the Executive nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, the Company may assign its rights and obligations under this Agreement without the Executive’s consent to one of its Affiliates or to any Person with whom the Company shall hereafter effect a reorganization, consolidate or merge, or to whom the Company shall hereafter transfer all or substantially all of its properties or assets. This Agreement shall inure to the benefit of and be binding upon the Executive and the Company, and each of their respective successors, executors, administrators, heirs and permitted assigns.

12. Notices. Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, consigned to a reputable national courier service or deposited in the United States mail, postage prepaid, registered or certified, and addressed to the Executive at [his or her] last known address on the books of the Company or, in the case of the Company, at its principal place of business, to the attention of the Board of Directors, or to such other address as any Party may specify by notice to the other actually received.

13. Entire Agreement. This Agreement and the Inventions Agreement are the sole agreements between Executive and the Company with respect to Executive’s employment with the Company and the services to be performed hereunder and supersede all prior agreements and understandings with respect to such employment and services, whether oral or written. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Executive hereunder are of a personal nature and shall not be assignable or delegable in whole or in part by Executive.

14. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by the Company, with approval of the Board.

15. Headings. The headings and captions in this Agreement are for convenience only, and in no way define or describe the scope or content of any provision of this Agreement.

16. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

17. Governing Law; WAIVER OF JURY TRIAL. This Agreement shall be construed and enforced under and be governed in all respects by the laws of the Commonwealth of Pennsylvania, without regard to the conflict of laws principles thereof. The Company and the Executive hereby consent and submit to the personal jurisdiction and venue of any state or federal court located in the city or county where the Company maintains its principle executive offices within the Commonwealth of Pennsylvania for resolution of any and all claims, causes of action or disputes arising out of or related to this Agreement. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, THE PARTIES HERETO HEREBY WAIVE AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT TO ANY CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. THE EXECUTIVE ACKNOWLEDGES THAT [HE OR SHE] HAS BEEN INFORMED BY THE COMPANY THAT THIS SECTION 18 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THE COMPANY IS RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 18 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. EXECUTIVE VOLUNTARILY MAKES THIS WAIVER WITH A FULL UNDERSTANDING OF ITS EFFECT AND ACKNOWLEDGES THAT [HE OR SHE] REMAINS ABLE TO FULLY VINDICATE ANY AND ALL RIGHTS.

[Signature page immediately follows.]

IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its duly authorized representative, and by the Executive, as of the date first above written.

[Signature Page to Employment Agreement]

Exhibit 10.12

EXECUTION COPY

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made, entered into by and between Renovacor, Inc., a Delaware corporation (the “Company”), and Magdalene Cook (the “Executive”), dated May 17th, 2021. The Agreement becomes effective upon the closing (the “Closing”) of the transactions (the “Merger”) contemplated by the Agreement and Plan of Merger by and among the Chardan Healthcare Acquisition 2 Corp. (“CHAQ”), CHAQ2 Merger Sub, Inc., and the Company dated March 22, 2021 (the “Merger Agreement”). The Closing date is also referred to in this Agreement as the “Effective Date.” For the avoidance of doubt, if the Closing does not occur, this Agreement shall be void ab initio, and the Original Employment Agreement shall remain in effect in accordance with its terms.

WHEREAS, the Executive possesses certain experience and expertise that qualifies her to provide the direction and leadership required by the Company;

WHEREAS, the Company desires to employ the Executive as a senior executive of the Company and the Executive wishes to accept such employment;

WHEREAS, the Executive and the Company entered into an Employment Agreement dated August 8, 2019 (the “Original Employment Agreement”) and concurrently with the execution of the Original Employment Agreement, the Executive executed the Company’s standard Proprietary Information and Inventions Agreement (the “Inventions Agreement”); and

WHEREAS, upon becoming effective, this Agreement amends and restates the Original Employment Agreement in its entirety, but the Inventions Agreement remains in effect in accordance with its terms.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Company and the Executive agree as follows:

Position and Duties.

(a) Effective as of the Effective Date, the Executive will remain employed by the Company, on a full-time basis, as its President and Chief Executive Officer, and will report to the Board of Directors of CHAQ as the surviving company on the Effective Date (the “Board”). In addition, while employed by the Company as its Chief Executive Officer, the Company will use its commercially reasonable efforts to cause Executive to be nominated to serve as a director of the Company or one or more of the Company’s Affiliates, without further compensation.

(b) The Executive agrees to perform the duties of her position and such other duties as may reasonably be assigned to the Executive from time to time. The Executive also agrees that, while employed by the Company, she will devote her full business time and her best efforts, business judgment, skill and knowledge exclusively to the advancement of the business interests of the Company and its Affiliates and to the discharge of her duties and responsibilities for them, provided that nothing in this subsection (b) shall prevent the Executive from (i) engaging in additional activities in connection with personal investments and community affairs, including,

without limitation, serving on civic or charitable boards, or (ii) serving on up to two (2) for-profit boards, so long as such activities do not, individually or in the aggregate, violate Section 3 of this Agreement, or materially interfere with the Executive’s duties under this Agreement.

(c) The Executive agrees that, while employed by the Company, she will comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to her position, as in effect from time to time.

(a) Base Salary. The Company will pay the Executive a base salary at the rate of $540,000 per year, payable in accordance with the regular payroll practices of the Company and subject to increase from time to time by the Board in its sole discretion (as may be increased, from time to time, the “Base Salary”).

(b) Bonuses; Additional Compensation. The Executive will be eligible to receive bonuses and awards of equity and non-equity compensation and to participate in annual and long-term compensation plans of the Company in accordance with any plan or decision that the Board may in its sole discretion determine from time to time consistent with the executive compensation program established by the Board for the Company’s senior executives. Unless the Board determines otherwise (which discretion shall not reduce the target bonus percentage of Base Salary), the Executive’s target annual cash bonus shall equal 50% of Base Salary. The actual amount of the annual cash bonus earned will be determined by the Board based on performance against goals as established by the Board in its discretion, which may include Company and/or individual financial, strategic, and other goals and milestones. The annual cash bonus, to the extent earned, will be paid at the time determined under the annual cash program established for the year, generally expected to be no later than the 15th day of the third month after the end of the applicable fiscal year.

(c) Transaction Incentives. In recognition of the Executive’s efforts in support of the Closing of the transactions contemplated by the Merger Agreement, the Executive will be eligible for the following additional incentive compensation provided that Closing occurs prior to September 22, 2021.

(i) Transaction Bonus. The Executive will be eligible to receive a cash bonus (the “Transaction Bonus”) upon the Closing in the gross amount of $225,000 payable in a single cash payment within thirty (30) days following the Closing.

(ii) Equity True-up. Within thirty (30) days after the Closing, the compensation committee of the board of directors of CHAQ, as the surviving company (the “Post-Close Compensation Committee”), shall make an equity award to the Executive under the Chardan Healthcare Acquisition 2 Corp. 2021 Omnibus Incentive Plan (“Post-Close Equity Plan”) designed to align the Executive with the 50th percentile of CEO equity ownership holdings of CEOs in the Company’s peer group (the “True-Up Equity Award”). The Post-Close Compensation Committee shall determine all of the relevant terms and conditions of the award, including number of shares, form (e.g., restricted stock, restricted stock units, stock options, etc.), vesting conditions (e.g., time-vesting, performance-vesting, etc.), treatment on termination of employment, etc., all subject to the terms and conditions of the Post-Close Equity Plan.

(d) Participation in Employee Benefit Plans. The Executive will be eligible, consistent with applicable tax rules, to participate in all employee benefit plans from time to time in effect for employees of the Company generally, except to the extent such plans are duplicative of benefits otherwise provided to the Executive under this Agreement (e.g., a severance pay plan).

The Executive’s participation will be subject to the terms of the applicable plan documents and generally applicable Company policies, as the same may be in effect from time to time, and any other restrictions or limitations imposed by law. The Company may at any time amend or terminate any employee benefit plan at any time.

(e) Vacations. In addition to holidays observed by the Company, the Executive will be entitled to four (4) weeks of vacation leave in accordance with the applicable policies of the Company and its Affiliates as in effect from time to time. Vacation may be taken at such times and intervals as the Executive shall determine, subject to the business needs of the Company.

(f) Business Expenses. The Company will pay or reimburse the Executive for all reasonable business expenses incurred or paid by the Executive in the performance of her duties and responsibilities for the Company, subject to Company travel policies approved by the Board, including any maximum annual limit and other restrictions on such expenses and such reasonable substantiation and documentation as may be specified by the Company from time to time. The Executive’s right to payment or reimbursement hereunder shall be subject to the following additional rules: (i) the amount of expenses eligible for payment or reimbursement during any calendar year shall not affect the expenses eligible for payment or reimbursement in any other calendar year, (ii) payment or reimbursement shall be made not later than December 31 of the calendar year following the calendar year in which the expense or payment was incurred and (iii) the right to payment or reimbursement shall not be subject to liquidation or exchange for any other benefit. In addition, the Company shall pay, or the Executive shall be reimbursed for, the Executive’s reasonable legal fees incurred in negotiating and drafting this Agreement, which amounts will be paid no later than 30 days after an invoice for such legal services has been furnished to the Company (and in no event later than December 31, 2021), and which shall not exceed $15,000 in the aggregate.

(g) Withholding/Taxes. All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company to the extent required by applicable law. The Executive shall be solely responsible for any and all taxes that may result from any payment or benefit provided to Executive under this Agreement.

3. Confidential Information and Restricted Activities.

of her regular duties and responsibilities for the Company) any Confidential Information obtained by the Executive incident to her employment or any other association with the Company or any of its Affiliates. The Executive agrees that this restriction will continue to apply after her employment terminates, regardless of the reason for such termination. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects the Executive’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity and (ii) the Executive will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, the Executive may be held liable if she unlawfully accesses trade secrets by unauthorized means.

(b) Restricted Activities. The Executive agrees that the following restrictions on her activities during and after her employment are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company and its Affiliates:

(ii) During the Restricted Period, the Executive will not, directly or indirectly, solicit for hiring or engagement, hire, or engage any employee or independent contractor of the Company or any of its Affiliates, or seek to persuade any such employee or independent contractor to discontinue or modify his, her or its relationship with the Company or any of its Affiliates, provided that (a) the Executive shall not be restricted from making a general solicitation for employees or independent contractors that is not directed at any such person and (b) nothing in this Section 3(b)(ii) will prohibit the solicitation or hiring of any individual who is no longer employed by the Company or its Affiliates at the time of such solicitation or hiring and has not been so employed during the six (6)-month period prior to such solicitation or hiring.

(c) Subject to applicable law, while the Executive is employed by the Company and thereafter, the Executive agrees that she will not disparage the Company or any of its Affiliates and the Company agrees that it shall direct the members of the Board to not disparage the Executive to any third parties.

(d) In signing this Agreement, the Executive gives the Company assurance that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on the Executive under this Section 3. The Executive agrees without reservation that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that the Company would not have entered into this Agreement without the covenants set forth in this Section 3. The Executive further agrees that, were the Executive to breach any of the covenants contained in this Section 3, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that the Company, in addition and not in the alternative to any other remedies available to it, shall be entitled to seek preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any such covenants, without having to post bond, together with an award of its reasonable attorneys’ fees incurred in enforcing its rights hereunder should a court of competent jurisdiction determine that the Executive has, in fact, breached his obligations hereunder and thus deems the Company the prevailing party in any such action. The Executive further agrees that the Restricted Period, as applicable, shall be tolled, and shall not run, during the period of any breach by the Executive of any of the covenants contained in this Section 3. The Executive and the Company further agree that, in the event that any provision of this Section 3 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including without limitation pursuant to this Section 3. No claimed breach of this Agreement or other violation of law attributed to the Company or any of its Affiliates, or change in the nature or scope of the

Executive’s employment or other relationship with the Company or any of its Affiliates, shall operate to excuse the Executive from the performance of her obligations under this Section 3.

4. Termination of Employment. The Executive’s employment under this Agreement shall continue until terminated pursuant to this Section 4.

shall provide the Executive with a notice of termination with respect to any termination for Cause under Section 4(a)(i), (ii) and (iv), and, if the conduct giving rise to a termination for Cause is reasonably capable of cure, such notice shall provide a cure period of thirty (30) calendar days for the Executive to cure any defect or failure, provided, however, that the Company shall not be obligated to provide offer the Executive the opportunity to cure conduct giving rise to a termination for Cause on more than one occasion.

(b) By the Company Without Cause. The Company may terminate the Executive’s employment at any time other than for Cause upon notice to the Executive.

(c) By the Executive Without Good Reason. The Executive may terminate her employment at any time upon thirty (30) days’ notice to the Company. The Board may elect to waive such notice period or any portion thereof.

(ii) transfer of the Company’s principal work location to a location substantially outside the region from the greater Philadelphia metropolitan area to the greater Boston metropolitan area;

(iv) a material breach of this Agreement by the Company, including without limitation a breach by the Company of the provisions of Section 6 below (regarding the Executive’s right to work remotely).

Notwithstanding the foregoing, no such event shall constitute “Good Reason” unless (a)

Executive shall have given written notice of such events to the Company within 60 days after the initial occurrence thereof, (b) the Company shall have failed to cure the condition constituting Good Reason within 30 days following the delivery of such notice (or such longer cure period as may be agreed upon by the parties), and (c) Executive terminates employment within 30 days after expiration of such cure period.

hereunder (notwithstanding the provision of any reasonable accommodation) for a non-consecutive one hundred eighty (180) days during any period of three hundred sixty-five (365) consecutive days. If any question shall arise as to whether the Executive is disabled to the extent that she is unable to perform substantially all of her duties and responsibilities for the Company and its Affiliates, the Executive shall, at the Company’s request, submit to a medical examination by a physician selected by the Company to whom the Executive or the Executive’s guardian, if any, has no reasonable objection to determine whether the Executive is so disabled, and such determination shall for purposes of this Agreement be conclusive of the issue. If such a question arises and the Executive fails to submit to the requested medical examination, the Board’s good faith determination of the issue shall be binding on the Executive solely for purposes of this Agreement.

5. Other Matters Related to Termination.

(a) Final Compensation. In the event of termination of the Executive’s employment with the Company, howsoever occurring, the Company shall pay the Executive (i) the Base Salary for the final payroll period of her employment, through the date her employment terminates, including any accrued but unused vacation time, and (ii) reimbursement, in accordance with Section 2(f) hereof, for business expenses incurred by the Executive but not yet paid to the Executive as of the date her employment terminates, provided that the Executive submits all expenses and supporting documentation required within thirty (30) days of the date her employment terminates, and provided further that such expenses are reimbursable under Company policies then in effect (all of the foregoing, “Final Compensation”). Except as otherwise provided in Section 5(a)(ii), Final Compensation will be paid to the Executive within thirty (30) days following the date of termination or such earlier time as may be required by law. In addition, in case of termination of employment for any reason other than by action of the Company for Cause or by action of the Executive without Good Reason, Final Compensation shall include the amount of any earned bonus from the previous calendar year that has not been paid, which will be paid to the Executive within thirty (30) days following the date of termination. Vesting of outstanding equity awards or other long-term incentives in connection with the Executive’s termination of employment shall be governed by the terms of the applicable incentive plan and award agreements.

(b) Severance Payments Outside of a Protected Period. In the event of any termination of the Executive’s employment pursuant to Section 4(b), 4(d) or 4(e) above other than during a Protected Period, the Company will pay the Executive, in addition to Final Compensation, the following amounts: (i) the Base Salary for a period of twelve (12) months following the date of termination (the “Severance Payments”), provided that the Severance Payments shall be paid in a single cash payment if triggered by the Executive’s death; (ii) a cash bonus for the year of termination equal to the target bonus for the year, prorated based on the number of days in the year through the termination date (the “Pro-Rated Bonus”); and (iii) a cash lump-sum payment equal to twelve (12) times the amount of one month of COBRA premiums based on the terms of Company’s group health plan and the Executive’s coverage under such plan as of the termination date (regardless of any COBRA election actually made by the Executive or the actual COBRA coverage period under the Company’s group health plan) (the “COBRA Payment”).

(c) Severance Payments During a Protected Period. In the event of any termination of the Executive’s employment pursuant to Section 4(b), 4(d) or 4(e) above during a Protected Period, the Company will pay the Executive, in addition to Final Compensation, the amounts provided in Section 5(b), except that (i) the Severance Payments shall be based on eighteen (18) months of Base Salary and shall be payable in a single cash payment as provided in Section 5(d), and (ii) the COBRA Payment shall be based on eighteen (18) months of COBRA premiums.

(d) Conditions To And Timing Of Severance Payments. Any obligation of the Company to provide the Executive the Severance Payments, the Pro-Rated Bonus and the COBRA Payment is conditioned on her signing and returning, without revoking, to the Company a timely and effective separation agreement containing a general release of claims and other customary terms (including standard carve-outs from the release, such as for vested benefits and indemnification claims) in the form provided to the Executive by the Company at the time that the Executive’s employment terminates (the “Separation Agreement”). The Separation Agreement must become effective, if at all, by the sixtieth (60th) calendar day following the date the Executive’s employment terminates. Any Severance Payments to which the Executive is entitled under Section 5(b) (other than due to the Executive’s death) will be payable in the form of salary continuation in accordance with the normal payroll practices of the Company. The first installment of the Severance Payments will be made on the Company’s next regular payday following the expiration of sixty (60) calendar days from the date that the Executive’s employment terminates, but will be retroactive to the day following such date of termination. The Pro-Rated Bonus, the COBRA Payment, any Severance Payments payable under Section 5(b) upon the Executive’s death, and any Severance Payments to which the Executive is entitled under Section 5(c) will be made in a single cash payment on the Company’s next regular payday following the expiration of sixty (60) calendar days from the date that the Executive’s employment terminates (and in no event later than March 15 of the year following the year in which the termination of employment occurs). For any payments due in connection with the Executive’s death, payments shall be made to the Executive’s estate, which must provide the Company with the required release of claims.

(e) Benefits Termination. Except for any right the Executive may have under the federal law known as “COBRA” or other applicable law to continue participation in the Company’s group health and dental plans at her cost, the Executive’s participation in all employee benefit plans shall terminate in accordance with the terms of the applicable benefit plans based on the date of termination of her employment, without regard to any payment to the Executive following termination of her employment, and the Executive shall not be eligible to earn vacation or other paid time off following the termination of her employment.

physical, computerized, electronic or other types of copies of any such physical, computerized, electronic or other types of records, documents, proposals, notes, lists, files or materials, and is not authorized to retain any other property or equipment of the Company or any Affiliate. The Executive further agrees that the Executive will immediately forward to the Company (and thereafter use reasonable efforts to destroy any hard copy and electronic copies thereof) any business information relating to the Company or any Affiliate that has been or is inadvertently directed to the Executive following the Executive’s last day of employment.

(i) Survival. Provisions of this Agreement shall survive any termination of employment if so provided in this Agreement or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation certain of the Executive’s obligations under Section 3 of this Agreement. The obligation of the Company to make payments to the Executive under Sections 5(b) and (c), and the Executive’s right to retain the same, are expressly conditioned upon her continued full performance of her obligations under Section 3 of this Agreement. Upon termination by either the Executive or the Company, all rights, duties and obligations of the Executive and the Company to each other hereunder shall cease, except as otherwise expressly provided in this Agreement.

6. Work Location. Regardless of the physical location(s) of the Company, Executive may work remotely at her discretion. Executive is not required to be physically present at the Company’s office(s) for any set number of days per week or per month.

7. Timing of Payments and Section 409A.

8. Adjustments to Payments.

(a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to the Executive or for the Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Code, or any interest or penalty is incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if the Executive received all of the Payments. The Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the determination.

Company” (within the meaning of Sections 280G and 4999 of the Code) to which the Payments relate, Employer shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

9. Definitions. For purposes of this Agreement, the following definitions apply:

“Affiliates” means CHAQ, including all persons and entities directly or indirectly controlling, controlled by or under common control with CHAQ, where control may be by management authority, equity interest or otherwise.

“Change in Control” means a “Change in Control” as defined under the Post-Close Equity

Plan as in effect from time to time, provided that, for the avoidance of doubt, the Merger shall not be a Change in Control for purposes of this Agreement.

“Confidential Information” means any and all information of the Company and its Affiliates that is not generally available to the public. Confidential Information also includes any information received by the Company or any of its Affiliates from any Person with any understanding, express or implied, that it will not be disclosed. Confidential Information does not include information that enters the public domain, other than through the Executive’s breach of her obligations under this Agreement or any other agreement between the Executive and the Company or any of its Affiliates.

“Protected Period” means the period beginning on the date of a Change in Control and ending on the second anniversary of that date.

10. Prior Employment or Engagements. The Executive represents and warrants to the Company that the Executive is under no contractual obligation to refrain from working for a competitor of any prior employer or other party. Nonetheless, during any prior employment or consulting engagement, the Executive may have had access to trade secrets or proprietary information of another party that may continue to be of value to such other party. That information remains the property of such other party. Consequently, the Executive shall not disclose any other party’s trade secrets or proprietary information to anyone within the Company, or use those trade secrets or proprietary information in the course of performing services on behalf of the Company.

11. Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

12. Assignment. Neither the Executive nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, the Company may assign its rights and obligations under this Agreement without the Executive’s consent to one of its Affiliates or to any Person with whom the Company shall hereafter effect a reorganization, consolidate or merge, or to whom the Company shall hereafter transfer all or substantially all of its properties or assets. This Agreement shall inure to the benefit of and be binding upon the Executive and the Company, and each of their respective successors, executors, administrators, heirs and permitted assigns.

13. Notices. Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, consigned to a reputable national courier service or deposited in the United States mail, postage prepaid, registered or certified, and addressed to the Executive at her last known address on the books of the Company or, in the case of the Company, at its principal place of business, to the attention of the Board of Directors, or to such other address as any Party may specify by notice to the other actually received.

14. Entire Agreement. This Agreement and the Inventions Agreement, together with any applicable award agreement(s) under the Post-Close Equity Plan for the True-Up Equity Award, are the sole agreements between Executive and the Company with respect to Executive’s employment with the Company and the services to be performed hereunder and supersede all prior agreements and understandings with respect to such employment and services, whether oral or written. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Executive hereunder are of a personal nature and shall not be assignable or delegable in whole or in part by Executive.

15. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by the Company, with approval of the Board.

16. Headings. The headings and captions in this Agreement are for convenience only, and in no way define or describe the scope or content of any provision of this Agreement.

17. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

18. Governing Law; WAIVER OF JURY TRIAL. This Agreement shall be construed and enforced under and be governed in all respects by the laws of the Commonwealth of Pennsylvania, without regard to the conflict of laws principles thereof. The Company and the Executive hereby consent and submit to the personal jurisdiction and venue of any state or federal court located in the city or county where the Company maintains its principle executive offices within the Commonwealth of Pennsylvania for resolution of any and all claims, causes of action or disputes arising out of or related to this Agreement. TO THE EXTENT NOT PROHIBITED

BY APPLICABLE LAW WHICH CANNOT BE WAIVED, THE PARTIES HERETO HEREBY WAIVE AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT TO ANY CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. THE EXECUTIVE ACKNOWLEDGES THAT SHE HAS BEEN INFORMED BY THE COMPANY THAT THIS SECTION 18 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THE COMPANY IS RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 18 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. EXECUTIVE VOLUNTARILY MAKES THIS WAIVER WITH A FULL UNDERSTANDING OF ITS EFFECT AND ACKNOWLEDGES THAT SHE REMAINS ABLE TO FULLY VINDICATE ANY AND ALL RIGHTS.

19. 280G Vote. Notwithstanding any provision herein to the contrary, the effectiveness of this Agreement is expressly conditioned on the compensation arrangements set forth herein, including without limitation the Base Salary set forth in Section 2(a), the target annual cash bonus set forth in Section 2(b), the Transaction Bonus and True-Up Equity Award set forth in Section 2(c), and the payments upon termination of employment set forth in Sections 5(b) and 5(c), being first approved by the shareholders of the Company in a manner that satisfies the shareholder approval requirements of Q&A-6(a)(2)(ii) and Q&A-7 of Treas. Reg. 1.280G-1, which such approval must be obtained before the Closing. If such shareholder approval is not obtained, this Agreement shall be void ab initio and the Original Employment Agreement shall remain in effect.

[Signature page immediately follows.]

IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its duly authorized representative, and by the Executive, as of the date first above written.

[Signature Page to Employment Agreement]

Exhibit 10.13

Execution Copy

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is made, entered into by and between Renovacor, Inc., a Delaware corporation (the “Company”), and Marc Semigran, MD (the “Executive”), dated May 5, 2021.

WHEREAS, the Executive possesses certain experience and expertise that qualifies him to provide the direction and leadership required by the Company;

WHEREAS, the Company desires to employ the Executive as a senior executive of the Company and the Executive wishes to accept such employment;

WHEREAS, concurrently with the execution of this Agreement, the Executive has executed the Company’s standard Proprietary Information and Inventions Agreement (the “Inventions Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Company and the Executive agree as follows:

1. Position and Duties.

(a) Effective as of June 2, 2021 (the “Effective Date”), the Executive will become employed by the Company, on a full-time basis, as its Chief Medical Officer, and will report to the Company’s Chief Executive Officer, subject to the specific direction of the Company’s Board of Directors (the “Board”).

(b) The Executive agrees to perform the duties of his position and such other duties as may reasonably be assigned to the Executive from time to time. The Executive also agrees that, while employed by the Company, he will devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business interests of the Company and its Affiliates and to the discharge of his duties and responsibilities for them, provided that nothing in this subsection (b) shall prevent the Executive from engaging in additional activities in connection with personal investments and community affairs, including, without limitation, serving on civic or charitable boards, so long as such activities do not, individually or in the aggregate, violate Section 3 of this Agreement, or materially interfere with the Executive’s duties under this Agreement.

(c) The Executive agrees that, while employed by the Company, he will comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to his position, as in effect from time to time.

(d) The Executive’s principal office, and principal place of employment, shall be in the Boston Metropolitan Area; provided that the Executive may be required to travel to other locations, including to the Company’s headquarters in Philadelphia, Pennsylvania, in connection with performing his duties under this Agreement.

(a) Base Salary. The Company will pay the Executive a base salary at the rate of $450,000 per year, payable in accordance with the regular payroll practices of the Company and subject to increase from time to time by the Board in its sole discretion (as may be increased, from time to time, the “Base Salary”).

(b) Bonuses; Additional Compensation.

(i) General; Target Annual Bonus. The Executive will be eligible to receive bonuses and awards of equity and non-equity compensation and to participate in annual and long-term compensation plans of the Company in accordance with any plan or decision that the Board may in its sole discretion determine from time to time consistent with the executive compensation program established by the Board for the Company’s senior executives. Unless the Board determines otherwise (which discretion shall not reduce the target bonus percentage of Base Salary), the Executive’s target annual cash bonus shall equal 40% of Base Salary. The actual amount of the annual cash bonus earned will be determined by the Board based on performance against goals as established by the Board in its discretion, which may include Company and/or individual financial, strategic, and other goals and milestones. The annual cash bonus, to the extent earned, will be paid at the time determined under the annual cash program established for the year, generally expected to be no later than the 15th day of the third month after the end of the applicable fiscal year.

(ii) Sign-on Bonus. The Company shall pay to the Executive a sign-on bonus in the gross amount of $200,000, less applicable taxes and withholdings. Payment will be made in a single lump within sixty (60) days after the Effective Date; provided, however, that if the closing (the “Closing”) of the transactions (the “Merger”) contemplated by the Agreement and Plan of Merger by and among the Chardan Healthcare Acquisition 2 Corp. (“CHAQ”), CHAQ2 Merger Sub, Inc., and the Company dated March 22, 2021 (the “Merger Agreement”) does not occur within sixty (60) days after the Effective Date, the sign-on bonus shall not be payable unless and until the Closing occurs, in which case payment shall be made as soon as practicable (not more than thirty (30) days) after the Closing. In the event that the Executive voluntarily resigns from his employment with the Company, or he is terminated by the Company for Cause (as defined below), within twelve (12) months after the Effective Date, the Executive shall promptly reimburse the Company for the entire gross amount of the sign-on bonus.

(iii) Sign-on Option Awards. The Executive shall be granted stock option awards under the Company’s 2018 Stock Option and Grant Plan, as amended (the “2018 Equity Plan”), and the Chardan Healthcare Acquisition 2 Corp. 2021 Omnibus Incentive Plan (“Post-Close Equity Plan”), as follows:

(1) Initial Option Grant. The Company shall cause a stock option to be granted to the Executive under the 2018 Equity Plan, with the grant date on the Effective Date, covering 100,000 shares of the Company’s common stock and an exercise price based on the fair market value per share of common stock on the Effective

Date (which fair market value is currently in the process of being determined by a third-party valuation) (the “ Initial Option Grant”). The Initial Option Grant will become vested and exercisable on the six-month anniversary of the Effective Date based on his completion of the following targets: (A) prepare a detailed synopsis for the phase I/II clinical trial of the lead asset and get feedback with Key Opinion Leaders and the Renovacor Scientific Advisory Board; (B) prepare a clinical development plan and project schedule that includes a definition of the required clinical supplies and a regulatory plan for the lead asset; and (C) prepare a hiring plan for the clinical team over the next six and twelve months. The Initial Option Grant shall be subject to adjustment in connection with the Merger as provided by the Merger Agreement and shall also result in the grant of certain “Earnout RSUs” under the Post -Close Equity Plan as provided by the Merger Agreement. The Initial Option Grant will be intended to be an “incentive stock option” for tax purposes to the maximum extent permitted by the Internal Revenue Code of 1986, as amended (the “Code”).

(2) True-Up Option Grant. If the Initial Option Grant, after adjustment for the Merger, represents less than 1.5% of the CHAQ common shares outstanding determined on a fully-diluted basis immediately after the Closing, subject to the approval of the compensation committee of the board of directors of CHAQ (which approval the Company shall recommend), as the surviving company (the “Post-Close Compensation Committee”), the Executive will be granted an additional stock option award under the Post-Close Equity Plan (the “True-Up Option Grant”) with respect to a number of underlying shares equal to the difference between (A) 1.5% of the CHAQ common shares outstanding immediately after the Closing determined on a fully-diluted basis and (B) the number of CHAQ common shares underlying the Initial Option Grant after adjustment for the Merger. The exercise price for the True-Up Option Grant shall equal the fair market value of the underlying shares as of the grant date determined in accordance with the terms of the Post-Close Equity Plan. The True-Up Option Grant shall vest over a period of four years following the Effective Date as follows: (A) 25% upon the one-year anniversary of the Effective Date, and (B) the remainder vesting in thirty-six (36) equal monthly installments thereafter over a period of three years after the one-year anniversary of the Effective Date.

(3) Termination Treatment for Initial Option Grant and Any True-Up Option Grant. The vesting and post-exercise treatment of the Initial Option Grant and any True-Up Option Grant in connection with the Executive’s termination of employment shall be in accordance with the terms of the applicable plan and award agreement, provided that the award agreements for those awards shall provide, at a minimum, that (A) in case of termination of employment giving rise to severance payments under Section 5(b) below (i.e., not during a Protected Period), the Executive shall vest in the portion of the Initial Option Grant and any True-Up Option Grant that would have otherwise vested during the 12-month period following the termination of employment, subject to achievement of the performance milestones described above with respect to the Initial Option Grant, and (B) in case of termination of employment giving rise to severance payments under Section 5(c) below (i.e., during a Protected Period), the Executive shall fully (100%) vest in any unvested portion of the Initial Option Grant and any True-Up Option Grant.

(4) Plan and Award Agreement Controls. The Initial Option Grant and any True-Up Option Grant will be subject to the terms of the 2018 Equity Plan and Post-Close Equity Plan, as applicable, and the option award agreements thereunder, which will include other standard terms and conditions not inconsistent with the foregoing, and which, in all events, will govern and control the stock option awards.

(e) Business Expenses. The Company will pay or reimburse the Executive for all reasonable business expenses incurred or paid by the Executive in the performance of his duties and responsibilities for the Company, subject to Company travel policies approved by the Board, including any maximum annual limit and other restrictions on such expenses and such reasonable substantiation and documentation as may be specified by the Company from time to time. The Executive’s right to payment or reimbursement hereunder shall be subject to the following additional rules: (i) the amount of expenses eligible for payment or reimbursement during any calendar year shall not affect the expenses eligible for payment or reimbursement in any other calendar year, (ii) payment or reimbursement shall be made not later than December 31 of the calendar year following the calendar year in which the expense or payment was incurred and (iii) the right to payment or reimbursement shall not be subject to liquidation or exchange for any other benefit.

3. Confidential Information and Restricted Activities.

its Affiliates. The Executive agrees that this restriction will continue to apply after his employment terminates, regardless of the reason for such termination. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects the Executive’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity and (ii) the Executive will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, the Executive may be held liable if he unlawfully accesses trade secrets by unauthorized means.

(b) Restricted Activities. The Executive agrees that the following restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company and its Affiliates:

(ii) During the Restricted Period, the Executive will not, directly or indirectly, solicit for hiring or engagement, hire, or engage any employee or independent contractor of the Company or any of its Affiliates, or seek to persuade any such employee or independent contractor to discontinue or modify his, his or its relationship with the Company or any of its Affiliates, provided that (a) the Executive shall not be restricted from making a general solicitation for employees or independent contractors that is not directed at any such person and (b) nothing in this Section 3(b)(ii) will prohibit the solicitation or hiring of any individual who is no longer employed by the Company or its Affiliates at the time of such solicitation or hiring and has not been so employed during the six (6)-month period prior to such solicitation or hiring.

(c) Subject to applicable law, while the Executive is employed by the Company and thereafter, the Executive agrees that he will not disparage the Company or any of its Affiliates, and the Company agrees that it shall direct its Chief Executive Officer and members of the Board to not disparage the Executive to any third parties.

(d) In signing this Agreement, the Executive gives the Company assurance that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on the Executive under this Section 3. The Executive agrees without reservation that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that the Company would not have entered into this Agreement without the covenants set forth in this Section 3. The Executive further agrees that, were the Executive to breach any of the covenants contained in this Section 3, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that the Company, in addition and not in the alternative to any other remedies available to it, shall be entitled to seek preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any such covenants, without having to post bond, together with an award of its reasonable attorneys’ fees incurred in enforcing its rights hereunder should a court of competent jurisdiction determine that the Executive has, in fact, breached his obligations hereunder and thus deems the Company the prevailing party in any such action. The Executive further agrees that the Restricted Period, as applicable, shall be tolled, and shall not run, during the period of any breach by the Executive of any of the covenants contained in this Section 3. The Executive and the Company further agree that, in the event that any provision of this Section 3 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including without limitation pursuant to this Section 3. No claimed breach of this Agreement or other violation of law attributed to the Company or any of its Affiliates, or change in the nature or scope of the Executive’s employment or other relationship with the Company or any of its Affiliates, shall operate to excuse the Executive from the performance of his obligations under this Section 3.

4. Termination of Employment. The Executive’s employment under this Agreement shall continue until terminated pursuant to this Section 4.

reasonably capable of cure, such notice shall provide a cure period of thirty (30) calendar days for the Executive to cure any defect or failure, provided, however, that the Company shall not be obligated to provide offer the Executive the opportunity to cure conduct giving rise to a termination for Cause on more than one occasion.

(b) By the Company Without Cause. The Company may terminate the Executive’s employment at any time other than for Cause upon notice to the Executive.

(c) By the Executive Without Good Reason. The Executive may terminate his employment at any time upon thirty (30) days’ notice to the Company. The Board may elect to waive such notice period or any portion thereof.

(ii) transfer of the Company’s principal work location to a location substantially outside of the greater Boston metropolitan area;

(iv) a material breach of this Agreement by the Company.

its Affiliates, the Executive shall, at the Company’s request, submit to a medical examination by a physician selected by the Company to whom the Executive or the Executive’s guardian, if any, has no reasonable objection to determine whether the Executive is so disabled, and such determination shall for purposes of this Agreement be conclusive of the issue. If such a question arises and the Executive fails to submit to the requested medical examination, the Board’s good faith determination of the issue shall be binding on the Executive solely for purposes of this Agreement. Nothing in this Section 4(e) shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq., and any similar state or local leave laws.

5. Other Matters Related to Termination.

(a) Final Compensation. In the event of termination of the Executive’s employment with the Company, howsoever occurring, the Company shall pay the Executive (i) the Base Salary for the final payroll period of his employment, through the date his employment terminates, including any accrued but unused vacation time, and (ii) reimbursement, in accordance with Section 2(e) hereof, for business expenses incurred by the Executive but not yet paid to the Executive as of the date his employment terminates, provided that the Executive submits all expenses and supporting documentation required within thirty (30) days of the date his employment terminates, and provided further that such expenses are reimbursable under Company policies then in effect (all of the foregoing, “Final Compensation”). Except as otherwise provided in Section 5(a)(ii), Final Compensation will be paid to the Executive within thirty (30) days following the date of termination or such earlier time as may be required by law. In addition, in case of termination of employment for any reason other than by action of the Company for Cause or by action of the Executive without Good Reason, Final Compensation shall include the amount of any earned bonus from the previous calendar year that has not been paid, which will be paid to the Executive within thirty (30) days following the date of termination. Vesting of outstanding equity awards or other long-term incentives in connection with the Executive’s termination of employment shall be governed by the terms of the applicable incentive plan and award agreements.

(b) Severance Payments Outside of a Protected Period. In the event of any termination of the Executive’s employment pursuant to Section 4(b) above other than during a Protected Period, the Company will pay the Executive, in addition to Final Compensation, the following amounts: (i) the Base Salary for a period of twelve (12) months following the date of termination (the “Severance Payments”); (ii) a cash bonus for the year of termination equal to the target bonus for the year, prorated based on the number of days in the year through the termination date (the “Pro-Rated Bonus”); and (iii) a cash lump-sum payment equal to twelve (12) times the amount of one month of COBRA premiums based on the terms of Company’s group health plan and the Executive’s coverage under such plan as of the termination date (regardless of any COBRA election actually made by the Executive or the actual COBRA coverage period under the Company’s group health plan) (the “COBRA Payment”).

(c) Severance Payments During a Protected Period. In the event of any termination of the Executive’s employment pursuant to Section 4(b) or 4(d) above during a Protected Period, the Company will pay the Executive the amounts provided by Section 5(b), except that the Severance Payments shall be payable in a single cash payment as provided in Section 5(d).

(d) Conditions To And Timing Of Severance Payments. Any obligation of the Company to provide the Executive the Severance Payments and the COBRA Payment is conditioned on his signing and returning, without revoking, to the Company a timely and effective separation agreement containing a general release of claims and other customary terms (including standard carve-outs from the release, such as for vested benefits and indemnification claims) in the form provided to the Executive by the Company at the time that the Executive’s employment terminates (the “Separation Agreement”). The Separation Agreement must become effective, if at all, by the sixtieth (60th) calendar day following the date the Executive’s employment terminates. Any Severance Payments to which the Executive is entitled under Section 5(b) will be payable in the form of salary continuation in accordance with the normal payroll practices of the Company. The first installment of the Severance Payments will be made on the Company’s next regular payday following the expiration of sixty (60) calendar days from the date that the Executive’s employment terminates, but will be retroactive to the day following such date of termination. The Pro-Rated Bonus, the COBRA Payment, and any Severance Payments to which the Executive is entitled under Section 5(c) will be made in a single cash payment on the Company’s next regular payday following the expiration of sixty (60) calendar days from the date that the Executive’s employment terminates (and in no event later than March 15 of the year following the year in which the termination of employment occurs).

(e) Benefits Termination. Except for any right the Executive may have under the federal law known as “COBRA” or other applicable law to continue participation in the Company’s group health and dental plans at his cost, the Executive’s participation in all employee benefit plans shall terminate in accordance with the terms of the applicable benefit plans based on the date of termination of his employment, without regard to any payment to the Executive following termination of his employment, and the Executive shall not be eligible to earn vacation or other paid time off following the termination of his employment.

(f) Return of Property. Upon any termination of the Executive’s employment hereunder, the Executive shall immediately either destroy or deliver to the Company at the direction of the Company (i) all physical, computerized, electronic or other types of records, documents, proposals, notes, lists, files and any and all other materials, including computerized and electronic information (in hard copy, in e-mails, or on removable or other drives or media), that refers, relates or otherwise pertains to the Company or any Affiliate (or business dealings thereof) that are in the Executive’s possession, subject to the Executive’s control or held by the Executive for others; and (ii) all property or equipment that the Executive has been issued by the Company or any Affiliate during the course of his employment or property or equipment thereof that the Executive otherwise possesses, including any computers, cellular phones, PDAs, pagers and other devices. The Executive acknowledges that he is not authorized to retain or use any physical, computerized, electronic or other types of copies of any such physical, computerized, electronic or other types of records, documents, proposals, notes, lists, files or materials, and is not authorized to retain any other property or equipment of the Company or any Affiliate. The Executive further agrees that the Executive will immediately forward to the Company (and thereafter use reasonable efforts to destroy any hard copy and electronic copies thereof) any business information relating to the Company or any Affiliate that has been or is inadvertently directed to the Executive following the Executive’s last day of employment.

(i) Survival. Provisions of this Agreement shall survive any termination of employment if so provided in this Agreement or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation certain of the Executive’s obligations under Section 3 of this Agreement. The obligation of the Company to make payments to the Executive under Section 5(b), and the Executive’s right to retain the same, are expressly conditioned upon his continued full performance of his obligations under Section 3 of this Agreement. Upon termination by either the Executive or the Company, all rights, duties and obligations of the Executive and the Company to each other hereunder shall cease, except as otherwise expressly provided in this Agreement.

6. Timing of Payments and Section 409A.

7. Adjustments to Payments.

8. Definitions. For purposes of this Agreement, the following definitions apply:

“Affiliates” means, effective on the Closing, CHAQ, including all persons and entities directly or indirectly controlling, controlled by or under common control with CHAQ, where control may be by management authority, equity interest or otherwise.

“Change in Control ” means a “Change in Control” as defined under the Post-Close Equity Plan as in effect from time to time, provided that, for the avoidance of doubt, the Merger shall not be a Change in Control for purposes of this Agreement.

“Confidential Information” means any and all information of the Company and its Affiliates that is not generally available to the public. Confidential Information also includes any information received by the Company or any of its Affiliates from any Person with any understanding, express or implied, that it will not be disclosed. Confidential Information does not include information that enters the public domain, other than through the Executive’s breach of his obligations under this Agreement or any other agreement between the Executive and the Company or any of its Affiliates.

“Protected Period” means the period beginning on the date of a Change in Control and ending on the second anniversary of that date.

12. Notices. Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, consigned to a reputable national courier service or deposited in the United States mail, postage prepaid, registered or certified, and addressed to the Executive at his last known address on the books of the Company or, in the case of the Company, at its principal place of business, to the attention of the Board of Directors, or to such other address as any Party may specify by notice to the other actually received.

13. Entire Agreement. This Agreement and the Inventions Agreement, together with any applicable award agreement(s) under the sign-on option award, are the sole agreements between Executive and the Company with respect to Executive’s employment with the Company and the services to be performed hereunder and supersede all prior agreements and understandings with respect to such employment and services, whether oral or written. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Executive hereunder are of a personal nature and shall not be assignable or delegable in whole or in part by Executive.

14. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by the Company, with approval of the Board.

15. Headings. The headings and captions in this Agreement are for convenience only, and in no way define or describe the scope or content of any provision of this Agreement.

16. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

17. Governing Law; WAIVER OF JURY TRIAL. This Agreement shall be construed and enforced under and be governed in all respects by the laws of the Commonwealth of Pennsylvania, without regard to the conflict of laws principles thereof. The Company and the Executive hereby consent and submit to the personal jurisdiction and venue of any state or federal court located in the city or county where the Company maintains its principle executive offices within the Commonwealth of Pennsylvania for resolution of any and all claims, causes of action or disputes arising out of or related to this Agreement. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, THE PARTIES HERETO HEREBY WAIVE AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT TO ANY CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN INFORMED BY THE COMPANY THAT THIS SECTION 18 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THE COMPANY IS RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 18 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. EXECUTIVE VOLUNTARILY MAKES THIS WAIVER WITH A FULL UNDERSTANDING OF ITS EFFECT AND ACKNOWLEDGES THAT HE REMAINS ABLE TO FULLY VINDICATE ANY AND ALL RIGHTS.

[Signature page immediately follows.]

IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its duly authorized representative, and by the Executive, as of the date first above written.

[Signature Page to Employment Agreement]

Exhibit 10.14

Execution Copy

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is made, entered into by and between Renovacor, Inc., a Delaware corporation (the “Company”), Matthew Killeen, PhD (the “Executive”), dated August 16, 2021.

WHEREAS, the Executive possesses certain experience and expertise that qualifies him to provide the direction and leadership required by the Company;

WHEREAS, the Company desires to employ the Executive as a senior executive of the Company and the Executive wishes to accept such employment;

WHEREAS, concurrently with the execution of this Agreement, the Executive has executed the Company’s standard Proprietary Information and Inventions Agreement (the “Inventions Agreement”), and the Executive and the Company have executed the Company’s standard Indemnity Agreement (the “Indemnity Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Company and the Executive agree as follows:

1. Position and Duties.

(a) Effective as of September 1, 2021 (the “Effective Date”), the Executive will become employed by the Company, on a full-time basis, as its Chief Scientific Officer, and will report to the Company’s Chief Executive Officer, subject to the specific direction of the Company’s Board of Directors (the “Board”).

(b) The Executive agrees to perform the duties of his position and such other duties as may reasonably be assigned to the Executive from time to time. The Executive also agrees that, while employed by the Company, he will devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business interests of the Company and its Affiliates and to the discharge of his duties and responsibilities for them, provided that nothing in this subsection (b) shall prevent the Executive from engaging in additional activities in connection with personal investments and community affairs, including, without limitation, serving on academic, industry, civic or charitable boards, so long as such activities do not, individually or in the aggregate, violate Section 3 of this Agreement, or materially interfere with the Executive’s duties under this Agreement.

(d) The Executive currently resides in California and will perform his duties hereunder remotely. The Executive will travel at the expense of the Company to Boston, Philadelphia and other business locations reasonably determined necessary or advisable by the Executive and the Board.

(a) Base Salary. The Company will pay the Executive a base salary at the rate of $400,000 per year, payable in accordance with the regular payroll practices of the Company and subject to increase from time to time by the Board in its sole discretion (as may be increased, from time to time, the “Base Salary”).

(b) Bonuses; Additional Compensation.

(i) General; Target Annual Bonus. The Executive will be eligible to receive bonuses and awards of equity and non-equity compensation and to participate in annual and long-term compensation plans of the Company in accordance with any plan or decision that the Board may in its sole discretion determine from time to time consistent with the executive compensation program established by the Board for the Company’s senior executives. Unless the Board determines otherwise (which discretion shall not reduce the target bonus percentage of Base Salary), the Executive’s target annual cash bonus shall equal 40% of Base Salary. The actual amount of the annual cash bonus earned will be determined by the Board based on performance against goals as established by the Board in its discretion, which may include Company and/or individual financial, strategic, and other goals and milestones, with decisions about performance goals to be made after recommendations from the Company’s Chief Executive Officer who will consult with the Executive before making such recommendations. The annual cash bonus, to the extent earned, will be paid at the time determined under the annual cash program established for the year, generally expected to be no later than the 15th day of the third month after the end of the applicable fiscal year.

(ii) Sign-on Bonus. The Company shall pay to the Executive a sign-on bonus in the gross amount of $200,000, less applicable taxes and withholdings. Payment will be made in a single lump within sixty (60) days after the Effective Date; provided, however, that if the closing (the “Closing”) of the transactions (the “Merger”) contemplated by the Agreement and Plan of Merger by and among the Chardan Healthcare Acquisition 2 Corp. (“CHAQ”), CHAQ2 Merger Sub, Inc., and the Company dated March 22, 2021 (the “Merger Agreement”) does not occur within sixty (60) days after the Effective Date, the sign-on bonus shall not be payable unless and until the Closing occurs, in which case payment shall be made as soon as practicable (not more than thirty (30) days) after the Closing. In the event that the Executive voluntarily resigns from his employment with the Company, the Executive shall promptly reimburse the Company the following portion of the gross amount of the sign-on bonus, depending on when such termination of employment occurs:


Date of Voluntary Termination	Portion of Sign-Bonus Required to be Repaid
Less than 12 months after Effective Date		100	%
At least 12 months but less than 24 months after Effective Date		50	%
24 or more months after Effective Date		0	%

(iii) Sign-on Option Award. The Executive shall be granted a stock option award under the Chardan Healthcare Acquisition 2 Corp. 2021 Omnibus Incentive Plan (“Post-Close Equity Plan”), subject to the approval of the compensation committee of the board of directors of CHAQ (which approval the Company shall recommend), as the surviving company (the “Post-Close Compensation Committee”), with a grant date fair value of $1,500,000 and with standard vesting terms (including treatment on termination of employment) as generally applicable to other employees and as determined by the Post-Close Compensation Committee, and in addition the Company shall recommend to the Post-Close Compensation Committee that the sign-on stock option award vest on a 4-year vesting schedule keyed off of the Effective Date (with 25% vesting six months after the Effective Date and the remainder vesting in equal monthly tranches over the following 42 months), subject to the Executive’s continued employment, and with accelerated single-trigger vesting upon a change in control. The sign-on stock option grant will be subject to the terms of the Post-Close Equity Plan and the option award agreement thereunder, which will include other standard terms and conditions not inconsistent with the foregoing, and which, in all events, will govern and control the sign-on stock option award.

(e) Business Expenses. The Company will pay or reimburse the Executive for all reasonable business expenses incurred or paid by the Executive in the performance of his duties and responsibilities for the Company, subject to Company expense and travel policies approved by the Board, including such reasonable substantiation and documentation as may be specified by the Company from time to time. Notwithstanding the foregoing but subject to Company expense and travel policies approved by the Board, the Company will pay or reimburse the Executive for (i) his computer, video and cell phone used for Company business, (ii) his connectivity to the Company’s network, including appropriate firewall protection, (iii) reasonable business class flights, airport transfers and hotels for all business travel from California, (iv) meals and entertainment, and (v) all industry memberships and conferences.

3. Confidential Information and Restricted Activities.

(a) Confidential Information. During the course of the Executive’s employment with the Company and its Affiliates, the Executive has learned and will continue to learn of Confidential Information, and has developed and will continue to develop Confidential Information on behalf of the Company and its Affiliates. The Executive agrees that he will not use or disclose to any Person (except as required by applicable law or for the proper performance of his regular duties and responsibilities for the Company) any Confidential Information obtained by the Executive incident to his employment or any other association with the Company or any of its Affiliates. The Executive agrees that this restriction will continue to apply after his employment terminates, regardless of the reason for such termination. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects the Executive’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity and (ii) the Executive will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, the Executive may be held liable if he unlawfully accesses trade secrets by unauthorized means.

(ii) During the Restricted Period, the Executive will not, directly or indirectly, solicit for hiring or engagement, hire, or engage any employee or independent contractor of the Company or any of its Affiliates, or seek to persuade any such employee or independent contractor to discontinue or modify his, his or its relationship with the Company or any of its Affiliates, provided that (a) the Executive shall not be restricted from making a general solicitation for employees or independent contractors that is not directed at any such person and (b) nothing in this Section 3(b)(ii) will prohibit the solicitation or hiring of any individual who is no longer employed by the Company or its Affiliates at the time of such solicitation or hiring and has not been so employed during the six (6)-month period prior to such solicitation or hiring.

(iii) During the Restricted Period, the Executive will not, directly or indirectly, in any way intentionally interfere with the relationship between the Company or any of

its Affiliates and any customer, distributor, vendor or business partner, or prospective customer, distributor, vendor or business partner, of the Company or any of its Affiliates, provided that soliciting or engaging in business with the Company’s or any of its Affiliates’ customers, distributors, vendors or business partners in connection with business permitted during the Restricted Period under Section 3(b)(i) shall not be deemed to violate this Section 3(b)(iii) solely by reason thereof. This Section 3(b)(iii) shall in no way limit the provisions of Section 3(b)(i).

(d) In signing this Agreement, the Executive gives the Company assurance that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on the Executive under this Section 3. The Executive agrees without reservation that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that the Company would not have entered into this Agreement without the covenants set forth in this Section 3. The Executive further agrees that, were the Executive to breach any of the covenants contained in this Section 3, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that the Company, in addition and not in the alternative to any other remedies available to it, shall be entitled to seek preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any such covenants, without having to post bond, together with an award of its reasonable attorneys’ fees incurred in enforcing its rights hereunder should a court of competent jurisdiction determine that the Executive has, in fact, breached his obligations hereunder and thus deems the Company the prevailing party in any such action. The Executive further agrees that the Restricted Period, as applicable, shall be tolled, and shall not run, during the period of any breach by the Executive of any of the covenants contained in this Section 3. The Executive and the Company further agree that, in the event that any provision of this Section 3 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including without limitation pursuant to this Section 3. No claimed breach of this Agreement or other violation of law attributed to the Company or any of its Affiliates, or change in the nature or scope of the

Executive’s employment or other relationship with the Company or any of its Affiliates, shall operate to excuse the Executive from the performance of his obligations under this Section 3.

4. Termination of Employment. The Executive’s employment under this Agreement shall continue until terminated pursuant to this Section 4.

(a) By the Company For Cause. The Company may terminate the Executive’s employment for Cause upon written notice to the Executive setting forth in reasonable detail the nature of the Cause. For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) the Executive’s

material failure to perform (other than by reason of disability), or substantial negligence in the performance of, the Executive’s duties and responsibilities to the Company or any of its Affiliates; (ii) the Executive’s material breach of this Agreement or any other agreement between the Executive and the Company or any of its Affiliates; (iii) the Executive’s commission of, or plea of nolo contendere to, a felony or other crime involving moral turpitude; or (iv) other conduct by the Executive that is or could reasonably be expected to be materially harmful to the business interests or reputation of the Company or any of its Affiliates. Notwithstanding the foregoing, the Company shall provide the Executive with a notice of termination with respect to any termination for Cause under Section 4(a)(i), (ii) and (iv), and, if the conduct giving rise to a termination for Cause is reasonably capable of cure, such notice shall provide a cure period of thirty (30) calendar days for the Executive to cure any defect or failure, provided, however, that the Company shall not be obligated to provide offer the Executive the opportunity to cure conduct giving rise to a termination for Cause on more than one occasion.

(b) By the Company Without Cause. The Company may terminate the Executive’s employment at any time other than for Cause upon notice to the Executive.

(ii) (ii) a material reduction in the Executive’s ability to work remotely;

(iv) a material breach of this Agreement by the Company.

(e) Death and Disability. The Executive’s employment hereunder shall automatically terminate in the event of the Executive’s death during employment. Subject to

applicable state and federal law, the Company may terminate the Executive’s employment, upon notice to the Executive, in the event that the Executive becomes disabled during his employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result, is unable to perform substantially all of his duties and responsibilities hereunder (notwithstanding the provision of any reasonable accommodation) for a non-consecutive one hundred eighty (180) days during any period of three hundred sixty-five (365) consecutive days. If any question shall arise as to whether the Executive is disabled to the extent that he is unable to perform substantially all of his duties and responsibilities for the Company and its Affiliates, the Executive shall, at the Company’s request, submit to a medical examination by a physician selected by the Company to whom the Executive or the Executive’s guardian, if any, has no reasonable objection to determine whether the Executive is so disabled, and such determination shall for purposes of this Agreement be conclusive of the issue. If such a question arises and the Executive fails to submit to the requested medical examination, the Board’s good faith determination of the issue shall be binding on the Executive solely for purposes of this Agreement. Nothing in this Section 4(e) shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq., and any similar state or local leave laws.

5. Other Matters Related to Termination.

(a) Final Compensation. In the event of termination of the Executive’s employment with the Company, howsoever occurring, the Company shall pay the Executive (i) the Base Salary for the final payroll period of his employment, through the date his employment terminates, including any accrued but unused vacation time, and (ii) reimbursement, in accordance with Section 2(e) hereof, for business expenses incurred by the Executive but not yet paid to the Executive as of the date his employment terminates, provided that the Executive submits all expenses and supporting documentation required within thirty (30) days of the date his employment terminates, and provided further that such expenses are reimbursable under Company policies then in effect (all of the foregoing, “Final Compensation”). Except as otherwise provided in Section 5(a)(ii), Final Compensation will be paid to the Executive within thirty (30) days following the date of termination or such earlier time as may be required by law. In addition, in case of termination of employment for any reason other than by action of the Company for Cause or by action of the Executive without Good Reason, Final Compensation shall include the amount of any earned bonus from the previous calendar year that has not been paid, which will be paid to the Executive within thirty (30) days following the date of termination. Vesting of outstanding equity awards or other long-term incentives in connection with the Executive’s termination of employment shall be governed by the terms of the applicable incentive plan and award agreements.

(b) Severance Payments Outside of a Protected Period. In the event of any termination of the Executive’s employment pursuant to Section 4(b) or 4(d) above other than during a Protected Period, the Company will pay the Executive, in addition to Final Compensation, the following amounts: (i) the Base Salary for a period of twelve (12) months following the date of termination (the “Severance Payments”); (ii) a cash bonus for the year of termination equal to the target bonus for the year, prorated based on the number of days in the year through the termination date (the “Pro-Rated Bonus”); and (iii) a cash lump-sum payment equal to twelve (12) times the amount of one month of COBRA premiums based on the terms of Company’s group health plan and the Executive’s coverage under such plan as of the termination date (regardless of any COBRA election actually made by the Executive or the actual COBRA coverage period under the Company’s group health plan) (the “COBRA Payment”).

(c) Severance Payments During a Protected Period. In the event of any termination of the Executive’s employment pursuant to Section 4(b) or 4(d) above during a Protected Period, the Company will pay the Executive the amounts provided by Section 5(b), except that the Severance Payments shall be payable in a single cash payment as provided in Section 5(d).

(e) Benefits Termination. Except for any right the Executive may have under the federal law known as “COBRA” or other applicable law to continue participation in the Company’s group health and dental plans at his cost, the Executive’s participation in all employee benefit plans shall terminate in accordance with the terms of the applicable benefit plans based on the date of termination of his employment, without regard to any payment to the Executive following termination of his employment, and the Executive shall not be eligible to earn vacation or other paid time off following the termination of his employment.

Executive for others; and (ii) all property or equipment that the Executive has been issued by the Company or any Affiliate during the course of his employment or property or equipment thereof that the Executive otherwise possesses, including any computers, cellular phones, PDAs, pagers

and other devices. The Executive acknowledges that he is not authorized to retain or use any physical, computerized, electronic or other types of copies of any such physical, computerized, electronic or other types of records, documents, proposals, notes, lists, files or materials, and is not authorized to retain any other property or equipment of the Company or any Affiliate. The Executive further agrees that the Executive will immediately forward to the Company (and thereafter use reasonable efforts to destroy any hard copy and electronic copies thereof) any business information relating to the Company or any Affiliate that has been or is inadvertently directed to the Executive following the Executive’s last day of employment.

(i) Survival. Provisions of this Agreement shall survive any termination of employment if so provided in this Agreement or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation certain of the Executive’s obligations under Section 3 of this Agreement. The obligation of the Company to make payments to the Executive under Section 5(b), and the Executive’s right to retain the same, are expressly conditioned upon his continued full performance of his obligations under Section 3 of this Agreement. Upon termination by either the Executive or the Company, all rights, duties and obligations of the Executive and the Company to each other hereunder shall cease, except as otherwise expressly provided in this Agreement.

6. Timing of Payments and Section 409A.

7. Adjustments to Payments.

by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

8. Definitions. For purposes of this Agreement, the following definitions apply:

“Change in Control” means a “Change in Control” as defined under the Post-Close Equity Plan as in effect from time to time, provided that, for the avoidance of doubt, the Merger shall not be a Change in Control for purposes of this Agreement.

“Confidential Information” means any and all information of the Company and its Affiliates that is not generally available to the public. Confidential Information also includes any information received by the Company or any of its Affiliates from any Person with any understanding, express or implied, that it will not be disclosed. Confidential Information does not include information that enters the public domain, other than through the Executive’s breach of his obligations under this Agreement or any other agreement between the Executive and the Company or any of its Affiliates.

“Protected Period” means the period beginning on the date of a Change in Control and ending on the second anniversary of that date.

11. Assignment. Neither the Executive nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written

consent of the other; provided, however, the Company may assign its rights and obligations under this Agreement without the Executive’s consent to one of its Affiliates or to any Person with whom the Company shall hereafter effect a reorganization, consolidate or merge, or to whom the Company shall hereafter transfer all or substantially all of its properties or assets. This Agreement shall inure to the benefit of and be binding upon the Executive and the Company, and each of their respective successors, executors, administrators, heirs and permitted assigns.

12. Notices. Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, consigned to a reputable national courier service or deposited in the United States mail, postage prepaid, registered or certified, and addressed to the Executive at his last known address on the books of the Company or, in the case of the Company, at its principal place of business, to the attention of the Board of Directors, or to such other address as any Party may specify by notice to the other actually received.

13. Entire Agreement. This Agreement, the Inventions Agreement and the Indemnity Agreement, together with any applicable award agreement(s) under the sign-on option award, are the sole agreements between Executive and the Company with respect to Executive’s employment with the Company and the services to be performed hereunder and supersede all prior agreements and understandings with respect to such employment and services, whether oral or written. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Executive hereunder are of a personal nature and shall not be assignable or delegable in whole or in part by Executive.

14. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by the Company, with approval of the Board.

15. Headings. The headings and captions in this Agreement are for convenience only, and in no way define or describe the scope or content of any provision of this Agreement.

16. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

INFORMED BY THE COMPANY THAT THIS SECTION 17 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THE COMPANY IS RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. EXECUTIVE VOLUNTARILY MAKES THIS WAIVER WITH A FULL UNDERSTANDING OF ITS EFFECT AND ACKNOWLEDGES THAT HE REMAINS ABLE TO FULLY VINDICATE ANY AND ALL RIGHTS.

[Signature page immediately follows.]

IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its duly authorized representative, and by the Executive, as of the date first above written.


THE EXECUTIVE:	RENOVACOR, INC.

/s/ Matthew Killeen, PhD	By:	/s/ Magdalene Cook, MD
Matthew Killeen, PhD		Name: Magdalene Cook, MD Title: Chief Executive Officer

[Signature Page to Employment Agreement]

Exhibit 10.15

LOGO

September 3, 2021

Dear Wendy,

This letter agreement documents the mutual understanding between Renovacor, Inc. (the “Company” or “we”) and you regarding a special retention bonus opportunity we are providing to you in connection with the closing of the transactions (the “Closing”) contemplated by the Agreement and Plan of Merger by and among the Company, CHAQ2 Merger Sub, Inc., and prior Renovacor, Inc. (which is now known as Renovacor Holdings, Inc.) dated March 22, 2021.

Retention Bonus. You will be eligible to receive a special retention bonus in the amount of $150,000, to be delivered 25% as a cash award (the “Cash Retention Bonus”) as provided in Section 2 below, and 75% as a nonqualified stock option award (the “Retention Option”) as provided in Section 3 below.

2.	Cash Retention Bonus. The Cash Retention Bonus will be in the gross amount of $37,500 and will be paid as soon as administratively practicable (not more than 30 days) after the Closing.

Retention Option. As soon as administratively practicable after the Closing, you shall be granted a stock option award under the Company’s 2021 Omnibus Incentive Plan (“Equity Plan”), subject to the approval of the board of directors of the Company (which approval the Company shall recommend), with a grant date fair value of $112,500. The Retention Option will become vested and exercisable in two equal installments on the first day of the seventh month after the Closing and the first anniversary of the Closing, provided that you remain in continuous service with the Company as its Chief Financial Officer through each such date under the Consulting Agreement between the Company and Danforth Advisors, LLC dated September 27, 2019, as subsequently amended (the “Consulting Agreement”). Any unvested portion of the Retention Option shall also become vested and exercisable if your service to the Company is terminated by the Company before the first anniversary of the Closing for any reason other than “Cause” (as defined in the Consulting Agreement). The Retention Option grant will be subject to the terms of the Equity Plan and the option award agreement thereunder, which will include other standard terms and conditions not inconsistent with the foregoing, and which, in all events, will govern and control the Retention Option award.

4.	Section 409A Compliance. This letter agreement is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and shall be construed and administered in accordance with Section 409A.

Severability. If any clause, phrase or provision of this letter agreement or the application thereof to any person or circumstance shall be invalid or unenforceable under any applicable law, this shall not affect or render invalid or unenforceable the remainder of this letter agreement. Furthermore, in the event that a court of law or equity determines that the duration of any restrictions under this letter agreement is not enforceable, this letter agreement shall be deemed to be amended to the extent necessary, but only to the extent necessary, to permit the enforcement of the terms of this letter agreement, as so amended.

Entire Agreement. This letter agreement, together with the Post-Close Equity Plan and Retention Option award agreement, contains our entire agreement with respect to the special retention bonus opportunity and supersedes and invalidates all of our prior or contemporaneous oral or written agreements and understandings with respect to the special retention bonus opportunity. Any representations, inducements, promises or agreements, oral or otherwise relating to the special retention bonus opportunity, which are not embodied herein, will not be of any force or effect.

7.	Governing Law. This letter agreement shall be construed and enforced under and be governed in all respects by the laws of the Commonwealth of Pennsylvania, without regard to the conflict of laws principles thereof.

Miscellaneous. The section headings in this letter agreement are not part of the provisions hereof and will have no force or effect. This letter agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective permitted successors and legal representatives. The Company may assign this letter agreement without your consent. This letter agreement may not be assigned by you, and no person other than you (or your estate) may assert the rights held by you under this letter agreement. The contingent right to receive the Cash Retention Bonus set forth in this letter agreement is an unfunded and unsecured obligation of the Company, and such right is no greater than the right of an unsecured general creditor of the Company. This letter agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[SIGNATURE PAGE IMMEDIATELY FOLLOWS]

Please signify your acceptance of this letter agreement by signing below and returning the signed document to Magdalene Cook at mcook@renovacor.com on or before September 3, 2021.

Sincerely,

/s/ Magdalene Cook, MD

Magdalene Cook, MD

Chief Executive Officer

/s/ Wendy F. DiCicco

Acceptance Signature by Wendy F. DiCicco

9/3/21

Date of Acceptance Signature

Exhibit 10.16

Execution Version

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (the “Agreement”) is entered into as of August 12, 2019 between Renovacor, Inc. (the “Company”) and Arthur M. Feldman (“Consultant”) (each of the foregoing individually a “Party” and collectively the “Parties”).

WHEREAS, Consultant and the Company have agreed that, effective on the Effective Date, Consultant shall serve as a consultant to the Company pursuant to the terms of this Agreement; and

WHEREAS, concurrently with the execution of this Agreement, Consultant has executed the Company’s standard Proprietary Information and Inventions Agreement (the “Inventions Agreement”).

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

1. Effective Date. This Agreement shall be effective as of August 12, 2019 (the “Effective Date”) and shall continue for a three-year period unless terminated earlier in accordance with Section 5 (the “Consulting Term”). The Consulting Term will be automatically renewed for successive one-year terms unless either party provides notice in writing to the other party at least 30 days prior to the end of the applicable term of that party’s decision not to extend the Consulting Term.

2. Agreement for Services. From the Effective Date and until this Agreement has been terminated in accordance with Section 5, Consultant agrees to serve as a consultant to the Company and, during the Consulting Term, shall provide the services as outlined on Exhibit A hereto, and such other duties as may reasonably be requested by the Company from time to time (the “Services”). Consultant shall devote not less than 20% of his business time to the performance of the Services and shall be present at the Company’s offices for meetings and other matters as reasonably requested by the Company. Consultant agrees to use his best skill, efforts and judgment in performing such Services. The Parties agree and understand that, notwithstanding anything to the contrary in this Agreement, including the immediately prior sentence, the Services performed by Consultant under this Agreement shall be periodic and limited in nature, and are not expected to occupy Consultant’s full business time during the Consulting Term. In that regard, the Parties agree that Consultant is free to work for other entities during the term of this Agreement, subject to his compliance with the confidentiality and other commitments set forth herein.

3. Remuneration.

(a) Consulting Fee. During the Consulting Term, the Company agrees to pay Consultant consulting fees at a rate of $8.333.33 per calendar month.

(b) Equity Compensation. Upon successful completion of the Milestones provided for in Section 1.3(a) and 1.3(b) of that certain Series A Preferred Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), entered into among the Company and the investors named therein, and the completion of the Second Closing and the Third Closing under the Purchase Agreement, the Board will evaluate the Consultant’s performance and shall determine, in its sole discretion, whether to grant to the Consultant additional equity awards from the Company’s then available equity compensation pool.

(c) Participation in Employee Benefit Plans. Consultant shall not be eligible to participate in any employee benefit plans from time to time in effect for employees of the Company.

(d) Business Expenses. The Company will pay or reimburse Consultant for all reasonable business expenses incurred or paid by Consultant in the performance the Services hereunder, subject to Company travel policies approved by the Company’s Board of Directors (the “Board”), including any maximum annual limit and other restrictions on such expenses and such reasonable substantiation and documentation as may be specified by the Company from time to time. Consultant’s right to payment or reimbursement hereunder shall be subject to the following additional rules: (i) the amount of expenses eligible for payment or reimbursement during any calendar year shall not affect the expenses eligible for payment or reimbursement in any other calendar year, (ii) payment or reimbursement shall be made not later than December 31 of the calendar year following the calendar year in which the expense or payment was incurred and (iii) the right to payment or reimbursement shall not be subject to liquidation or exchange for any other benefit.

4. Independent Contractor Status. It is mutually understood and agreed that Consultant is and shall act as an independent contractor and not as an employee, agent, servant, joint venturer, partner, or affiliate of or with the Company for any purpose whatsoever. The Company shall have no right to exercise control or direction over the manner in which Consultant performs Services under this Agreement, except to the limited extent necessary to assure that all projects and tasks are completed in a timely and satisfactory manner in accordance with the project descriptions and specifications. No provision of this Agreement or any employee work assignment shall be deemed to create or imply any contract of employment between the Company and the Consultant. Neither party has authority to enter into contracts or assume any obligations for the other party or to make any warranties or representations on behalf of the other party except as specifically provided herein. Consultant acknowledges and agrees that, as an independent contractor, he shall not be entitled to any employee benefits from the Company in consideration for the services performed under this Agreement, including but not limited to, vacation, disability, health insurance, life insurance, workers’ compensation and unemployment compensation coverage, retirement benefits and any other employee benefit. Consultant accepts full responsibility for filing all tax returns and paying all taxes which may be required or due for payments received from the Company under this Agreement. The provisions of this Section 4 shall survive the expiration or sooner termination of the Consulting Term.

5. Termination. Notwithstanding anything herein to the contrary, during the initial three-year Consulting Term this Agreement shall be terminable by the Company only for “Cause.” The Consulting Term shall be terminable by Consultant for any reason with thirty days’ advance written notice. Sections 6 through 16 of this Agreement shall survive the termination of the Consulting Term and Consultant’s Services under this Agreement. “Cause” shall mean the occurrence of any of the following, as determined by the Board upon written notice to Consultant: (i) the Executive’s material failure to perform (other than by reason of disability), or substantial negligence in the performance of, the Executive’s duties and responsibilities to the Company or any of its Affiliates; (ii) the Executive’s material breach of this Agreement or any other agreement between the Executive and the Company or any of its Affiliates; (iii) the Executive’s commission of, or plea of nolo contendere to, a felony or other crime involving moral turpitude; or (iv) other conduct by the Executive that is or could reasonably be expected to be materially harmful to the business interests or reputation of the Company or any of its Affiliates. Notwithstanding the foregoing, the Company shall provide Consultant with a notice of termination with respect to any termination for Cause under Section 4(a)(i), (ii) and (iv), and, if the conduct giving rise to a termination for Cause is reasonably capable of cure, such notice shall provide a cure period of thirty (30) calendar days for Consultant to cure any defect or failure, provided, however, that the Company shall not be obligated to provide offer Consultant the opportunity to cure conduct giving rise to a termination for Cause on more than one occasion.

6. Return of Property. Upon termination of the Consulting Term, whether voluntary or involuntary, Consultant shall immediately either destroy or deliver to the Company at the direction of the Company, other than those items owned by Temple University, (i) all physical, computerized, electronic or other types of records, documents, proposals, notes, lists, files and any and all other materials, including computerized and electronic information (in hard copy, in e-mails, or on removable or other drives or media), that refers, relates or otherwise pertains to the Company or any affiliate (or business dealings thereof) that are in Consultant’s possession, subject to Consultant’s control or held by Consultant for others; and (ii) all property or equipment that Consultant has been issued by the Company or any affiliate during the course of his engagement hereunder or property or equipment thereof that Consultant otherwise possesses, including any computers, cellular phones, PDAs, pagers and other devices. Consultant acknowledges that he is not authorized to retain or use any physical, computerized, electronic or other types of copies of any such physical, computerized, electronic or other types of records, documents, proposals, notes, lists, files or materials, and is not authorized to retain any other property or equipment of the Company or any affiliate. Consultant further agrees that Consultant will immediately forward to the Company (and thereafter use reasonable efforts to destroy any hard copy and electronic copies thereof) any business information relating to the Company or any affiliate that has been or is inadvertently directed to Consultant following Consultant’s last day of the Consulting Term.

7. Confidential Information and Restricted Activities.

(a) Confidential Information. During the course of Consultant’s engagement hereunder with the Company and its affiliates, Consultant has learned and will continue to learn of Confidential Information, and has developed and will continue to develop Confidential Information on behalf of the Company and its affiliates. Consultant agrees that he will not use or disclose to any Person (except as required by applicable law or for the proper performance of his regular duties and responsibilities for the Company) any Confidential Information obtained by

Consultant incident to his association with the Company or any of its affiliates. Consultant agrees that this restriction will continue to apply after his engagement terminates, regardless of the reason for such termination. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects Consultant’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity and (ii) Consultant will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, Consultant may be held liable if he unlawfully accesses trade secrets by unauthorized means. As used herein, “Confidential Information” means any and all information of the Company and its affiliates that is not generally available to the public. Confidential Information also includes any information received by the Company or any of its affiliates from any Person with any understanding, express or implied, that it will not be disclosed. Confidential Information does not include information that enters the public domain, other than through the Executive’s breach of her obligations under this Agreement or any other agreement between the Executive and the Company or any of its affiliates.

(b) Restricted Activities. Consultant agrees that the following restrictions on his activities during and after his engagement are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company and its affiliates:

(i) While Consultant is providing services to the Company, and during the one-year period following termination of Consultant’s engagement hereunder for any reason (collectively, the “Restricted Period”), Consultant will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in, or undertake any planning to engage in, the business of establishing, marketing, managing and/or operating any business engaged in developing, marketing, selling or otherwise distributing any BAG-3 technology (the “Business”) anywhere in the world. Nothing herein will interfere with Consultant’s ongoing academic research.

(ii) During the Restricted Period, Consultant will not, directly or indirectly, solicit for hiring or engagement, hire, or engage any employee or independent contractor of the Company or any of its affiliates, or seek to persuade any such employee or independent contractor to discontinue or modify his, her or its relationship with the Company or any of its affiliates, provided that (a) Consultant shall not be restricted from making a general solicitation for employees or independent contractors that is not directed at any such person and (b) nothing in this Section 7(b)(ii) will prohibit the solicitation or hiring of any individual who is no longer employed by the Company or its affiliates at the time of such solicitation or hiring and has not been so employed during the six (6)-month period prior to such solicitation or hiring. The restrictions herein exclude post-doctorate fellows in the Feldman laboratory whose services are leased to the Company.

(iii) During the Restricted Period, Consultant will not, directly or indirectly, in any way intentionally interfere with the relationship between the Company or any of its affiliates and any customer, distributor, vendor or business partner, or prospective customer, distributor, vendor or business partner, of the Company or any of its affiliates, provided that soliciting or engaging in business with the Company’s or any of its affiliates’ customers, distributors, vendors or business partners in connection with business permitted during the Restricted Period under Section 7(b)(i) shall not be deemed to violate this Section 7(b)(iii) solely by reason thereof. This Section 7(b)(iii) shall in no way limit the provisions of Section 7(b)(i).

(iv) While Consultant is providing services to the Company and thereafter, Consultant agrees that he will not disparage or criticize the Company or any of its affiliates, or any of their respective businesses, management, products or services, and that Consultant will not otherwise do or say anything that could reasonably be expected to harm the interests or reputation of the Company or any of its affiliates. Nothing herein shall prohibit Consultant from (i) responding truthfully to any governmental investigation, legal process or inquiry related thereto, or (ii) making a good faith rebuttal of the Company’s untrue or misleading statement about Consultant.

(v) In signing this Agreement, Consultant gives the Company assurance that Consultant has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on Consultant under this Section 7. Consultant agrees without reservation that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that the Company would not have entered into this Agreement without the covenants set forth in this Section 7. Consultant further agrees that, were Consultant to breach any of the covenants contained in this Section 7, the damage to the Company and its affiliates would be irreparable. Consultant therefore agrees that the Company, in addition and not in the alternative to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by Consultant of any such covenants, without having to post bond, together with an award of its reasonable attorneys’ fees incurred in enforcing its rights hereunder. Consultant further agrees that the Restricted Period, as applicable, shall be tolled, and shall not run, during the period of any breach by Consultant of any of the covenants contained in this Section 7. Consultant and the Company further agree that, in the event that any provision of this Section 7 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Company’s affiliates shall have the right to enforce all of Consultant’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 7. No claimed breach of this Agreement or other violation of law attributed to the Company or any of its affiliates, or change in the nature or scope of Consultant’s employment or other relationship with the Company or any of its affiliates, shall operate to excuse Consultant from the performance of his obligations under this Section 7.

8. Indemnification.

(a) Consultant shall indemnify, defend and hold the Company, its affiliates and their respective directors, officers, employees and agents harmless from and against any and all losses, damages, liabilities, obligations, penalties, judgments, awards, costs, expenses and disbursements, including without limitation, the costs, reasonable expenses and disbursements, as and when incurred, of investigating, preparing or defending any claim, action, suit, proceeding or investigation asserted by a third party (the “Losses”), that a court of competent jurisdiction in a final, non-appealable order has determined were caused by (i) any gross negligence, unlawful act or willful misconduct of Consultant in performing his obligations hereunder or (ii) any material breach of any warranties, representations or covenants made by Consultant hereunder, except to the extent that such Losses are subject to the Company’s indemnification obligations as set forth in Section 8(b) hereof.

(b) The Company shall indemnify, defend and hold Consultant harmless from and against any and all Losses that a court of competent jurisdiction in a final, non-appealable order has determined were caused by (i) any gross negligence, unlawful act or willful misconduct of the Company in performing its obligations hereunder or (ii) any material breach of any warranties, representations or covenants made by the Company hereunder, except to the extent that such Losses are subject to Consultant’s indemnification obligations as set forth in Section 8(a) hereof. Notwithstanding the foregoing, nothing herein impairs, limits or restricts Consultant’s rights to indemnification in his capacity as a director of the Company.

(c) If a party intends to claim indemnification (the “Indemnitee”) against the other party (the “Indemnitor”) under this Section 8, it shall promptly notify the Indemnitor in writing of any claims for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that the Indemnitee shall have the right to retain its or his own counsel, with the fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceeding. The obligations of this Section 8 shall not apply to amounts paid in settlement of any claims of a third party if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve the Indemnitor of any obligation to the Indemnitee under this Section 8, but the omission so to deliver written notice to the Indemnitor shall not relieve it of any obligation that it may have to the Indemnitee otherwise than under this Section 8. The Indemnitee shall reasonably cooperate with the Indemnitor and its or his legal representatives in the investigation of any claim covered by this Section 8.

9. Tax Withholding Exemption. By execution of this Agreement, Consultant certifies that he is an independent contractor. Consultant, by so certifying, acknowledges and agrees that the Company is not responsible for, and will not withhold federal or state income taxes nor withhold FICA (Social Security and Medicare) taxes attributable to services performed pursuant to this Agreement. Instead, Consultant agrees that Consultant will pay such income taxes, payroll taxes and/or self-employment taxes directly to the appropriate federal, state and local taxing authorities. Consultant expressly acknowledges and agrees that Consultant is solely responsible for any and all taxes that result from the payment of the amounts provided to Consultant under the terms of this Agreement and none of the Company, nor any parent, subsidiary or affiliate thereof makes or has made any representation, warranty or guarantee of any federal, state or local tax consequences to Consultant in connection with Consultant’s receipt of any payment under this Agreement or otherwise. Consultant agrees to indemnify the Company for all taxes assessed and paid by the Company plus the cost of all associated penalties, interest, and/or fines levied against the Company because of non-payment by Consultant. Consultant agrees to provide to the Company the Consultant’s Taxpayer Identification Number. Consultant acknowledges that the Company will rely upon the foregoing in filing certain documents and instruments required by law in connection with this Agreement including, without limitation, Form 1099 under the Internal Revenue Code of 1986, as amended (or any successor form).

10. Prior Employment or Engagements. Consultant represents and warrants to the Company that Consultant is under no contractual obligation to refrain from working for a competitor of any prior employer or other party. Nonetheless, during any prior employment or consulting engagement, Consultant may have had access to trade secrets or proprietary information of another party that may continue to be of value to such other party. That information remains the property of such other party. Consequently, Consultant shall not disclose any other party’s trade secrets or proprietary information to anyone within the Company, or use those trade secrets or proprietary information in the course of performing Services on behalf of the Company.

11. Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

12. Assignment. Neither the Company nor Consultant may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement without the consent of Consultant in the event that the Company shall hereafter effect a reorganization, consolidate with, or merge into, any person or transfer all or substantially all of its properties or assets to any person. This Agreement shall inure to the benefit of and be binding upon the Company (and its affiliates and related entities) and Consultant, their respective successors, executors, administrators, heirs and permitted assigns.

13. Notices. Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, consigned to a reputable national courier service or deposited in the United States mail, postage prepaid, registered or certified, and addressed to Consultant at his last known address on the books of the Company or, in the case of the Company, at its principal place of business, attention of the Chief Executive Officer or to such other address as any Party may specify by notice to the other actually received.

14. Entire Agreement. This Agreement and the Inventions Agreement are the sole agreements between Consultant and the Company with respect to the Services to be performed hereunder and supersede all prior agreements and understandings with respect to such Services, whether oral or written. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Consultant hereunder are of a personal nature and shall not be assignable or delegable in whole or in part by Consultant.

15. Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), or an exemption thereto, and shall be interpreted in a manner consistent thereto. In no event may Consultant, directly or indirectly, designate the calendar year of a payment. Consultant acknowledges and agrees that the Company does not guarantee the tax treatment or tax consequences associated with any payment arising under this Agreement, including but not limited to consequences related to Section 409A. In no event shall the Company or any of its affiliates have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A.

16. Amendment. This Agreement may be amended or modified only by a written instrument signed by Consultant and by the Company, with approval of the Board, including at least one director elected solely by the holders of the Company’s Preferred Stock.

17. Headings. The headings and captions in this Agreement are for convenience only, and in no way define or describe the scope or content of any provision of this Agreement.

18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

19. Governing Law; WAIVER OF JURY TRIAL. This Agreement shall be construed and enforced under and be governed in all respects by the laws of the Commonwealth of Pennsylvania, without regard to the conflict of laws principles thereof. The Company and Consultant hereby consent and submit to the personal jurisdiction and venue of any state or federal court located in the city or county where the Company maintains its principle executive offices within the Commonwealth of Pennsylvania for resolution of any and all claims, causes of action or disputes arising out of or related to this Agreement. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, THE PARTIES HERETO HEREBY WAIVE AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN

RESPECT TO ANY CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. THE CONSULTANT ACKNOWLEDGES THAT HE HAS BEEN INFORMED BY THE COMPANY THAT THIS SECTION 16 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THE COMPANY IS RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 16 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. CONSULTANT VOLUNTARILY MAKES THIS WAIVER WITH A FULL UNDERSTANDING OF ITS EFFECT AND ACKNOWLEDGES THAT HE REMAINS ABLE TO FULLY VINDICATE ANY AND ALL RIGHTS.

[Remainder of page is intentionally blank.]

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have hereunto set their hands under seal, as of the date first above written.


CONSULTANT:

		/s/ Arthur M. Feldman
		Name: Arthur M. Feldman


Renovacor, Inc.

By:		/s/ Magdalene Cook
Name:		Magdalene Cook
Title:		Chief Executive Officer

[Signature Page to Consulting Agreement]

Exhibit A

Services

Oversight of sponsored research activities

Assist with preparations for meetings of the Company’s Board of Directors

Organize and attend Scientific Advisory Board meetings

Provide general consulting services on R&D strategy and other matters as requested by the CEO

Exhibit 10.17

FIRST AMENDMENT TO CONSULTING AGREEMENT

THIS FIRST AMENDMENT TO CONSULTING AGREEMENT (this “First Amendment”), is made and entered into effective as of September 2, 2021 (the “First Amendment Effective Date”) between Renovacor, Inc. (the “Company”) and Arthur M. Feldman (the “Consultant”). Capitalized terms that are used but not defined in this First Amendment shall have the meaning specified in the Agreement (as hereinafter defined).

WHEREAS, the parties hereto have entered into that certain Consulting Agreement dated as of August 12, 2019 (the “Agreement”); and

WHEREAS, the parties hereto now desire to amend the Agreement as provided herein.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.	The Agreement is hereby amended by adding a new WHEREAS clause following the first WHEREAS clause in the Agreement which will state as follows:

“WHEREAS, Consultant and the Company have agreed that, effective as of the First Amendment Effective Date, Consultant will hold the title of Chief Scientific Advisor of the Company pursuant to the terms of this Agreement; and”

2.	The first sentence of Section 2 is hereby deleted and replaced in its entirety with the following:

“From the Effective Date and until this Agreement has been terminated in accordance with Section 5, Consultant agrees to serve as a consultant to the Company with the title of Chief Scientific Advisor to the Company (such title becoming effective as of the First Amendment Effective Date) and, during the Consulting Term, shall provide the services as outlined on Exhibit A hereto, and such other duties as may reasonably be requested by the Company from time to time (the “Services”).”

3.	Exhibit A attached to the Agreement is hereby deleted and amended and restated in its entirety with Exhibit A attached to this First Amendment.

4.	Except as specifically modified or superseded by this First Amendment, the terms and conditions of the Agreement shall remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the First Amendment Effective Date.

CONSULTANT:

/s/ Arthur M. Feldman

Arthur M. Feldman


COMPANY:

RENOVACOR, INC.

By:	/s/ Magdalene Cook
	Name:	Magdalene Cook
	Title:	Chief Executive Officer

[Signature Page to First Amendment to Consulting Agreement]

Exhibit A

Services

•

Oversight of sponsored research activities as described in the Sponsored Research Agreement between the Company and Temple University – Of the Commonwealth System of Higher Education dated as of August 12, 2019, as amended by that certain Amendment No. 1 to the Sponsored Research Agreement dated as of August 27, 2019 and as further amended by that certain Amendment No. 2 to the Sponsored Research Agreement dated effective as of July 1, 2021 (the “SRA”).

•

Present updates from work under the SRA to the Company’s Board of Directors as requested by the Company’s Chief Executive Officer.

•

Serve on Scientific Advisory Board (“SAB”) and assist in organization of SAB meetings as requested by the Company’s Chief Medical Officer.

•

Provide general consulting services on R&D strategy and other matters as requested by the Company’s Chief Executive Officer.

Exhibit 16.1

LOGO

September 9, 2021

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We have read the statements made by Renovacor, Inc. (formerly known as Chardan Healthcare Acquisition 2 Corp.) under Item 4.01 of its Form 8-K dated September 9, 2021. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Renovacor, Inc. contained therein.

Very truly yours,

/s/ Marcum LLP

Marcum LLP

LOGO

Exhibit 21.1

Subsidiaries of Renovacor, Inc.


Name of Subsidiary		Jurisdiction of Organization
Renovacor Holdings, Inc.		Delaware

Exhibit 99.1

RENOVACOR’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this Current Report on Form 8-K. Some of the information contained in this discussion and analysis, including information with respect to Renovacor’s plans and strategy for its business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of this Current Report on Form 8-K and in the Proxy Statement/Information Statement in the section titled “Risk Factors” beginning on page 44, the actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Renovacor is a preclinical-stage gene therapy company focused on developing a pipeline of innovative and proprietary gene therapies for diseases with high unmet medical need associated with mutations in the Bcl2- associated athanogene 3, or BAG3 gene. Renovacor’s initial focus is on the treatment of BAG3-associated dilated cardiomyopathy, or BAG3 DCM, a heritable rare disease that leads to early onset, rapidly progressing heart failure and significant mortality and morbidity. Renovacor’s lead product candidate, REN-001, is a recombinant AAV9-based gene therapy designed to deliver a fully functional BAG3 gene to augment BAG3 protein levels in cardiomyocytes and slow or halt progression of BAG3 DCM. Renovacor is leveraging the expertise of its founder, Dr. Arthur M. Feldman, MD, PhD, the Laura H. Carnell Professor of Medicine at the Lewis Katz School of Medicine at Temple, a cardiovascular scientist and pre-eminent expert on BAG3 biology to advance the development of REN-001 and its other product candidates.

Renovacor believes that development of a BAG3 gene replacement therapy for DCM patients who carry BAG3 mutations has the potential to prevent progression of DCM in this otherwise healthy patient population. Gene therapy has recently re-emerged as a potentially novel therapy for patients suffering from monogenic diseases. Recently approved therapies have utilized AAV as a vehicle to deliver genes to patients suffering from these diseases. For example, in 2017, the FDA, approved Luxturna, an AAV2-based gene therapy developed by Spark Therapeutics, Inc., a subsidiary of Roche Holdings AG, for the treatment of patients with retinal dystrophy due to mutation of the RPE65 gene and in 2019, Zolgensma, an AAV9-based gene therapy developed by AveXis, Inc., a subsidiary of Novartis Pharmaceuticals Corporation, was approved for the treatment of patients with SMA, due to mutations in the SMN1 gene. There are many additional ongoing clinical development programs utilizing AAV-based gene therapies to address monogenic diseases.

Renovacor believes it is the first company to apply AAV technology to patients with DCM due to mutations in the BAG3 gene. REN-001 utilizes an AAV9 vector intended to deliver a healthy version of the BAG3 gene to produce functional BAG3 protein in patients with genetic mutations that cause a lack of or insufficient levels of functional protein. This approach has shown promise in multiple preclinical models, demonstrating production of functional BAG3 protein and improvement in cardiac function.

Since its inception, Renovacor has focused substantially all of its resources on organizing and staffing the company, in-licensing key intellectual property, business planning, raising capital, conducting research and development activities, filing and prosecuting patent applications, and engaging in other preclinical activities. Renovacor does not have any products approved for sale and has not generated any revenue from product sales or from any other sources. To date, Renovacor has funded its operations with proceeds from sales of convertible preferred stock and a convertible note. Through June 30, 2021, Renovacor received gross proceeds of $10.5 million from sales of its convertible preferred stock, and in July 2021, received additional gross proceeds of $2.5 million from the issuance of a convertible note. Since its inception, Renovacor has incurred significant operating losses. Renovacor’s ability to generate any product revenue, and in particular to generate product revenue sufficient to achieve profitability, will depend on the successful development and eventual commercialization of one or more of its product candidates.

Renovacor reported net losses of $1.4 million and $5.4 million for the six months ended June 30, 2020 and 2021, respectively, and $1.6 million and $3.2 million for the years ended December 31, 2019 and 2020, respectively. As of June 30, 2021, Renovacor had an accumulated deficit of $10.3 million. Renovacor expects to continue to incur significant expenses and operating losses for the foreseeable future. Renovacor expects that its expenses and capital expenditures will increase substantially in connection with its ongoing activities, particularly if and as it:

•

initiates IND-enabling studies for its REN-001 AAV-based gene therapy program;

•

continues its current research programs and preclinical development of product candidates from its current research programs;

•

advances additional product candidates into preclinical and clinical development;

•

advances its clinical-stage product candidate into later stage clinical trials;

•

seeks to discover, validate, and develop additional product candidates, including carrying out activities related to its discovery stage programs;

•

seeks regulatory approvals for any product candidates that successfully complete clinical trials;

•

scales up its manufacturing processes and capabilities, or arranges for a third party to do so on its behalf, to support its clinical trials of its product candidates and potential commercialization of any of its product candidates for which it may obtain marketing approval;

•

establishes a sales, marketing, and distribution infrastructure or channel to commercialize any product candidate for which it may obtain regulatory approval;

•

acquires or in-license products, product candidates, or technologies;

•

maintains, expands, enforces, defends, and protects its intellectual property portfolio;

•

hires additional clinical, quality control, and scientific personnel; and

•

adds operational, financial, and management information systems and personnel, including personnel to support its product development, planned future commercialization efforts, and its operations as a public company.

Renovacor will not generate revenue from product sales unless and until it successfully completes clinical development and obtains regulatory approval for one or more of its product candidates. If Renovacor obtains regulatory approval for any of its product candidates, it expects to incur significant expenses related to developing its commercialization capability to support product sales, marketing, and distribution. Further, following the completion of the Business Combination, Renovacor expects to incur additional costs associated with operating as a public company.

As a result, Renovacor will need substantial additional funding to support its continuing operations and pursue its growth strategy. Until such time as Renovacor can generate significant revenue from product sales, if ever, it expects to finance its operations through a combination of equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. Renovacor may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If Renovacor fails to raise capital or enter into such agreements or arrangements as, and when, needed, it may have to significantly delay, scale back or discontinue the development and commercialization of one or more of its product candidates.

Because of the numerous risks and uncertainties associated with pharmaceutical product development, Renovacor is unable to accurately predict the timing or amount of increased expenses or when, or if, it will be able to achieve or maintain profitability. Even if Renovacor is able to generate product sales, it may not become profitable. If Renovacor fails to become profitable or is unable to sustain profitability on a continuing basis, then it may be unable to continue its operations at planned levels and may be forced to reduce or terminate its operations.

Renovacor is monitoring the potential impact of the COVID-19 pandemic on its business and financial statements. To date, Renovacor has not experienced material business disruptions. Renovacor is following, and will continue to follow, recommendations from the U.S. Centers for Disease Control and Prevention as well as federal,

state, and local governments regarding working-from-home practices for non-essential employees. For example, the COVID-19 outbreak in Pennsylvania resulted in a temporary reduction in workforce presence at the Temple research facility located in Philadelphia, at which Renovacor operates. While Renovacor increased workforce presence at the Temple research facility in the second quarter of 2020, not all employees have returned to the facility and it cannot be certain that the facility will not be closed in the future as a result of the COVID-19 outbreak. Renovacor cannot be certain what the overall impact of the COVID-19 pandemic will be on its business, and it has the potential to adversely affect its business.

Components of Renovacor’s Results of Operations

Revenue

To date, Renovacor has not generated any revenue from any sources, including product sales, and does not expect to generate any revenue from the sale of products for the foreseeable future. If its development efforts for its product candidates are successful and result in regulatory approval or collaboration or license agreements with third parties, Renovacor may generate revenue in the future from product sales, payments from collaboration or license agreements that it may enter into with third parties, or any combination thereof.

Operating Expenses

Research and Development Expenses

Research and development expenses consist of costs incurred for Renovacor’s research activities, including its discovery efforts, and the development of its programs. These expenses include:

•

employee-related expenses, including salaries, payroll taxes, related benefits and stock-based compensation expense for employees engaged in research and development functions;

•

expenses incurred in connection with the preclinical development of its product candidates and the development of research programs, including under agreements with third parties, such as consultants, contractors, preclinical laboratories, licensors, CMOs, and CROs; and

•

laboratory supplies and research materials.

Renovacor expenses research and development costs as incurred. Non-refundable advance payments that it makes for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed, or when it is no longer expected that the goods will be delivered or the services rendered.

Renovacor’s direct external research and development expenses consist of costs that include fees, reimbursed materials, and other costs paid to consultants, contractors, CMOs and other research organizations in connection with its preclinical activities. Renovacor does not allocate employee costs, costs associated with its discovery efforts, laboratory supplies, facilities expenses, including depreciation or other indirect costs, to specific product development programs because these costs are deployed across multiple programs and, as such, are not separately classified.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and personnel-related costs, including stock-based compensation, for personnel in executive, finance and accounting, and other administrative functions. General and administrative expenses also include legal fees relating to patent and corporate matters; professional fees paid for accounting, auditing, consulting, and tax services; insurance costs and travel expenses.

Results of Operations

Comparison of the Six Months Ended June 30, 2020 and 2021

The following table summarizes Renovacor’s results of operations for the three and six months ended June 30, 2020 and 2021:


	Six Months Ended June 30,
	2020			2021			Change
Operating expenses:
Research and development	$	976,517		$	4,487,936		$	3,511,419
General and administrative		399,623			911,925			512,302

Loss from operations	$	(1,376,140	)	$	(5,399,861	)	$	(4,023,721	)

Net loss	$	(1,376,140	)	$	(5,399,861	)	$	(4,023,721	)

Research and Development Expenses

Total research and development expenses were $1.0 million and $4.5 million for the six months ended June 30, 2020 and 2021, respectively. The increase during the six months ended June 30, 2021, as compared to 2020, was primarily due to increases in compensation-related costs associated with the hiring of key personnel of $0.4 million, increases in drug supply costs associated with our preclinical activities, including IND-enabling studies, and preparation of future clinical trials of $2.7 million, and increases in external costs associated with the execution of ongoing preclinical studies of $0.4 million as we prepare for an IND submission for REN-001, anticipated in mid-2022, and related clinical activities.

General and Administrative Expenses

General and administrative expenses were $0.4 million and $0.9 million for the six months ended June 30, 2020 and 2021, respectively. The increase during the six months ended June 30, 2021, as compared to 2020, was primarily attributable to increases in compensation-related costs associated with the hiring of key personnel of $0.1 million, increases in patent-related legal costs of $0.2 million and increases in other legal and professional fees of $0.2 million as we continue to increase our spending in this area in preparation of becoming a publicly traded company.

Results of Operations

Comparison of the Years Ended December 31, 2019 and 2020

The following table summarizes Renovacor’s results of operations for the years ended December 31, 2019 and 2020:


	Year Ended December 31,
	2019			2020			Change
Operating expenses:
Research and development	$	652,709		$	2,424,567		$	1,771,858
General and administrative		908,548			805,276			(103,272	)

Loss from operations	$	(1,561,257	)	$	(3,229,843	)	$	(1,668,586	)

Net loss	$	(1,561,257	)	$	(3,229,843	)	$	(1,668,586	)

Research and Development Expenses

Total research and development expenses were $0.7 million for the year ended December 31, 2019, compared to $2.4 million for the year ended December 31, 2020. The increase of $1.7 million in research and development activity expenses for the year ended December 31, 2020 was primarily due to an increase in preclinical activities, sponsored research costs, and scientific advisory and consulting fees. The increase in preclinical expenses of

$1.0 million and the increase of $0.2 million in sponsored research costs for the year ended December 31, 2020, as compared to the same period ended 2019, was primarily due to commencement of validation, toxicity, and dose study activities, and related preclinical drug supply costs. The increase of $0.3 million in scientific advisory and consulting fees for the year ended December 31, 2020 reflects the external consultant personnel costs required to effectively advance our preclinical activities, as compared to the same period ended 2019.

General and Administrative Expenses

General and administrative expenses for the year ended December 31, 2019 were $0.9 million, compared to $0.8 million for the year ended December 31, 2020. The decrease of $0.1 million was primarily attributable to decreases in patent-related legal costs of $0.3 million and general legal expenses of $0.1 million, partially offset by increases in board-related and consulting costs of $0.3 million.

Liquidity and Capital Resources

Since inception, Renovacor has incurred significant operating losses. Renovacor expects to incur significant expenses and operating losses for the foreseeable future as it advances the preclinical and clinical development of its programs. To date, Renovacor has funded our operations primarily with proceeds from sales of convertible preferred stock and a convertible note. Through June 30, 2021, Renovacor has received gross proceeds of $10.5 million from sales of our convertible preferred stock, and in July 2021, Renovacor received additional gross proceeds of $2.5 million from the issuance of a convertible note, as discussed below. As of June 30, 2021, Renovacor had a cash balance of $0.4 million. Its cash balance currently on hand, inclusive of the $2.5 million received in connection with the July 2021 convertible note issuance, is not sufficient to fund its operations for the next twelve months without the proceeds from the Business Combination. These factors raise substantial doubt about Renovacor’s ability to continue as a going concern. Renovacor believes that the net proceeds from the Business Combination and PIPE Investment, together with its available resources and existing cash on hand, will enable it to fund its planned operations into 2023. However, Renovacor has based this estimate on assumptions that may prove to be wrong, and its operating plan may change as a result of many factors currently unknown to us. In addition, Renovacor could utilize its available capital resources sooner than expected.

Note Purchase Agreement

On July 20, 2021, in accordance with the Merger Agreement and pursuant to the Note Purchase Agreement, Renovacor issued a $2.5 million convertible promissory note to Chardan Investments in exchange for $2.5 million in cash to be used to finance Renovacor’s operations through the consummation of the Business Combination. Upon consummation of the Business Combination, an amount equal to $2.5 million will automatically convert into Chardan common stock at a price per share equal to $10.00 without any further action by Chardan Investments or Renovacor. The accrued interest, fees and other amounts payable on the Convertible Promissory Note, will be paid in cash to Chardan Investments promptly following the Effective Time. Pursuant to the Merger Agreement and the Note Purchase Agreement, the Closing Chardan Cash will be reduced by $2.5 million at closing of the Business Combination.

Cash Flows for the six months ended June 30, 2020 and 2021

The following table provides information regarding Renovacor’s cash flows for the periods presented:


	Six Months Ended June 30,
	2020			2021
Net cash used in operating activities	$	(1,441,602	)	$	(4,050,007	)
Net cash provided by financing activities		820,993			(885,070	)

Net decrease in cash	$	(620,609	)	$	(4,935,077	)

Operating Activities

During each of the six months ended June 30, 2020 and 2021, net cash used in operating activities consisted primarily of net loss adjusted for non-cash charges and changes in components of working capital. The increase in cash used in operating activities for the six months ended June 30, 2021, as compared to 2020, was primarily due to timing of cash outflows related to our REN-001 development program, including payments to consultants and contract research and manufacturing organizations, as we prepare for our forthcoming clinical activities for REN-001.

Financing Activities

During the six months ended June 30, 2020, cash provided by financing activities was $0.8 million and related to proceeds received from the sale of our Series A preferred stock. During the six months ended June 30, 2021, net cash used in financing activities primarily related to the payment of deferred merger costs related to the proposed business combination with CHAQ.

Cash Flows for the years ended December 31, 2019 and 2020

The following table provides information regarding Renovacor’s cash flows for the periods presented:


	Year Ended December 31,
	2019			2020
Net cash used in operating activities	$	(1,243,369	)	$	(3,412,046	)
Net cash provided by financing activities		3,336,658			6,635,038

Net increase in cash	$	2,093,289		$	3,222,992

Operating Activities

During the year ended December 31, 2019, operating activities used $1.2 million of cash, primarily resulting from Renovacor’s net loss of $1.6 million, partially offset by net cash provided by changes in its operating assets and liabilities of $0.3 million. Net cash provided by changes in Renovacor’s operating assets and liabilities for the year ended December 31, 2019 was attributable mainly to an increase in accounts payable of $0.4 million partially offset by increases in prepaid expenses of $0.1 million.

During the year ended December 31, 2020, operating activities used $3.4 million of cash, primarily resulting from Renovacor’s net loss of $3.2 million and net cash used in changes in its operating assets and liabilities of $0.2 million. Net cash used in changes in its operating assets and liabilities for the year ended December 31, 2020 was primarily attributable to a decrease in accounts payable of $0.2 million.

Financing Activities

During the years ended December 31, 2019 and 2020, net cash provided by financing activities was $3.3 million and $6.6 million, respectively, consisting primarily of net proceeds from the sale of our Series A preferred stock.

Funding Requirements

Renovacor expects its expenses and capital expenditures to increase substantially in connection with its ongoing activities, particularly as it advances the preclinical activities and clinical trials for its product candidates in development. The timing and amount of its funding requirements will depend on many factors, including:

•

the scope, progress, costs, and results of preclinical and clinical development for its other product candidates and development programs;

•

the number of and development requirements for other product candidates that it pursues;

•

the costs, timing and outcome of regulatory review of its product candidates;

•

the cost and timing of completion of commercial-scale manufacturing activities;

•

its ability to establish and maintain strategic collaborations, licensing or other arrangements and the financial terms of such arrangements;

•

the payment or receipt of milestones and receipt of other collaboration-based revenues, if any;

•

its efforts to enhance operational systems and hire additional personnel to satisfy its obligations as a public company upon the closing of the Business Combination, including enhanced internal controls over financial reporting;

•

the costs and timing of future commercialization activities, including product manufacturing, sales, marketing and distribution, for any of its product candidates for which it receives marketing approval;

•

the amount and timing of revenue, if any, received from commercial sales of its product candidates for which it receives marketing approval;

•

the costs and timing of preparing, filing and prosecuting patent applications, maintaining and enforcing its intellectual property and proprietary rights and defending any intellectual property-related claims; and

•

the extent to which it acquires or in-licenses other products, product candidates or technologies.

Contractual Obligations and Commitments

In August 2019, Renovacor entered into both the exclusive License Agreement and the SRA with Temple. Upon execution of the License Agreement, Renovacor issued to Temple 97,879 shares of common stock and agreed to issue Temple an additional 9,130 shares of common stock upon the closing date of the second tranche of the Series A preferred stock. Renovacor also reimbursed Temple for the prosecution and maintenance costs incurred by Temple for the licensed patent rights prior to Renovacor entering into the License Agreement, and Renovacor is responsible for all the ongoing costs relating to the prosecution and maintenance of the licensed Temple Patent Rights going forward. Renovacor also agreed to pay Temple a minimum annual administrative fee of $20,000 per year beginning with the effective date of the License Agreement and continuing each annual anniversary thereafter.

The License Agreement requires Renovacor to pay up to an aggregate of $1.25 million to Temple upon the achievement of certain developmental, regulatory and commercial milestones for the first licensed product that achieves said milestones regardless of the number of licensed products that achieve them. In addition, Renovacor is required to pay Temple a low single-digit royalty on net sales of any product utilizing the Temple Patent Rights, up to 50% of which may be reduced by payments Renovacor makes to third parties for freedom to operate. In addition, Renovacor must also pay a percentage of all consideration based on a percentage of sublicense consideration received by it, which percentage ranges from the mid-teens to mid-twenties depending on the stage of development at the time of the sublicense agreement.

The License Agreement will remain effective until (i) the expiration date of the last-to-expire patents covered under the License Agreement (currently expected to occur in 2041), (ii) the termination by Temple upon (a) an uncured breach by Renovacor, with a 60-day notification period, (b) Renovacor’s filing of a voluntary petition in bankruptcy or related proceeding, provided such petition is not dismissed within 90 days after the filing thereof, (c) a failure by Renovacor to meet certain milestones set forth in the License Agreement, or (d) non-payment of undisputed monies due to Temple, with a 30-day notification period. Additionally, Renovacor may terminate the entire agreement or with respect to an individual patent or patent application, if desired, subject to a 90-day notification period.

As it relates to the SRA, which was amended effective as of August 12, 2019, August 27, 2019 and July 1, 2021, Temple will conduct certain preclinical activities during through June 2024, unless terminated sooner or extended by mutual written consent, for which Renovacor will be obligated to fund approximately $5.3 million through June 30, 2024. As of June 30, 2021, the Company has funded approximately $0.6 million to Temple pursuant to the SRA.

Renovacor enters into contracts in the normal course of business with CMOs, CROs, and other third parties for preclinical study activities. These contracts do not contain minimum purchase commitments and are cancelable by us upon prior written notice. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including non-cancelable obligations of our service providers, up to the date of cancellation.

Critical Accounting Policies and Significant Judgments and Estimates

Renovacor’s financial statements are prepared in accordance with GAAP. The preparation of Renovacor’s financial statements and related disclosures requires it to make estimates and judgments that affect the reported amounts of assets, liabilities, costs and expenses, and the disclosure of contingent assets and liabilities in its financial statements. Renovacor bases its estimates on historical experience, known trends and events, and various other factors that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Renovacor evaluates its estimates and assumptions on an ongoing basis. Its actual results may differ from these estimates under different assumptions or conditions.

While Renovacor’s significant accounting policies are described in more detail in Note 2 to its financial statements appearing elsewhere in this proxy statement, it believes that the following accounting policies are those most critical to the judgments and estimates used in the preparation of its financial statements.

Research and Development Expenses

Renovacor expenses research and development expenses as incurred. Renovacor’s research and development expenses consist primarily of costs incurred in performing research and development activities, including personnel-related expenses such as salaries, stock-based compensation, and benefits, and external costs of outside vendors engaged to conduct preclinical development activities. Renovacor accrues for expenses related to development activities performed by third parties based on an evaluation of services received and efforts expended pursuant to the terms of the contractual arrangements. There may be instances in which payments made to Renovacor’s vendors will exceed the level of services provided and result in a prepayment of expenses. In accruing service fees, Renovacor estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, Renovacor will adjust the accrual or prepaid expense accordingly.

Stock-Based Compensation

Renovacor measures all stock-based awards granted based on the fair value on the date of the grant and recognizes compensation expense with respect to those awards over the requisite service period, which is generally the vesting period of the respective award. Generally, Renovacor issues awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. Renovacor recognizes forfeitures related to stock-based compensation awards as they occur and reverses any previously recognized compensation cost associated with forfeited awards in the period the forfeiture occurs.

Renovacor classifies stock-based compensation expense in the statement of operations in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified.

The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model (“Black-Scholes”). The following summarizes the inputs used:

Expected Volatility — Renovacor lacks company-specific historical and implied volatility information. Therefore, Renovacor estimates the expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until Renovacor has adequate historical data regarding the volatility of Renovacor’s traded stock price.

Expected Term — Renovacor uses the simplified method described in the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment (“SAB 107”), to determine the expected life of the option grants.

Risk-Free Interest Rate — The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award.

Dividends — Expected dividend yield is zero because Renovacor has not paid cash dividends on shares of common stock and does not expect to pay any cash dividends in the foreseeable future.

Forfeitures — Renovacor accounts for forfeitures as they occur.

Grant Date Fair Value — The grant date fair value utilized in Black-Scholes is determined by the Renovacor board of directors with the assistance of management. The grant date fair value of the shares of Renovacor common stock is determined using valuation methodologies which utilize certain assumptions including probability weighting of events, volatility, time to liquidation, a risk-free interest rate, and an assumption for a discount for lack of marketability. In determining the fair value of the shares of Renovacor common stock, the methodologies used to estimate the enterprise value were performed using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

Off-Balance Sheet Arrangements

Renovacor did not have, during the periods presented, and does not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Recently Issued Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact Renovacor’s financial position and results of operations is disclosed in Note 2 to its financial statements appearing elsewhere in this proxy statement.

Quantitative and Qualitative Disclosures about Market Risks

Renovacor is not currently exposed to significant market risk related to changes in interest rates or foreign currency exchange rates. However, changes to Renovacor’s investment portfolio and operations may subject it to certain risk fluctuations in foreign currency exchange rates in the future.

Inflation could affect Renovacor by increasing its cost of labor and clinical trial costs. Renovacor does not believe that inflation has had a material effect on its business, financial condition, or results of operations during the six months ended June 30, 2020 and 2021.

Exhibit 99.2

LOGO

RENOVACOR, INC.

UNAUDITED FINANCIAL STATEMENTS

Six Months Ended June 30, 2020 and 2021

INDEX TO FINANCIAL STATEMENTS

(Unaudited)


	Page
Condensed Balance Sheets as of December 31, 2020 and June 30, 2021		F-2
Condensed Statements of Operations for the six months ended June 30, 2020 and 2021		F-3
Condensed Statements of Convertible Preferred Stock and Stockholders’ Deficit for the six months ended June 30, 2020 and 2021		F-4
Condensed Statements of Cash Flows for the six months ended June 30, 2020 and 2021		F-5
Notes to Condensed Financial Statements		F-6

RENOVACOR, INC.

Condensed Balance Sheets

(Unaudited)


	December 31, 2020*			June 30, 2021
ASSETS
Current assets:
Cash	$	5,383,877		$	448,800
Prepaids and other current assets		107,296			545,282

Total current assets		5,491,173			994,082
Property and equipment, net		548			129
Deferred merger costs		—			2,324,118

Total assets	$	5,491,721		$	3,318,329


LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	136,829		$	2,591,852
Accrued expenses		56,875			636,188

Total current liabilities		193,704			3,228,040

Total liabilities		193,704			3,228,040

Commitments and contingencies (Note 6)
Preferred stock, $0.0001 par value Series A Convertible preferred stock, 3,333,283 shares authorized; 2,578,518 issued and outstanding at December 31, 2020 and June 30, 2021; liquidation value of $11,280,370 as of June 30, 2021		10,073,820			10,073,820

Stockholders’ deficit:
Common stock, $0.0001 par value per share; 6,000,000 shares authorized; 1,953,368 and 1,987,636 shares issued and outstanding at December 31, 2020 and June 30, 2021, respectively		195			198
Additional paid-in capital		120,747			312,877
Accumulated deficit		(4,896,745	)		(10,296,606	)

Total stockholders’ deficit		(4,775,803	)		(9,983,531	)

Total liabilities, convertible preferred stock, and stockholders’ deficit	$	5,491,721		$	3,318,329

*	The condensed balance sheet at December 31, 2020 has been derived from the audited financial statements at that date.

The accompanying notes are an integral part of these condensed financial statements.

F-2

RENOVACOR, INC.

Condensed Statements of Operations

(Unaudited)


	Six Months Ended June 30,
	2020			2021
Operating expenses:
Research and development	$	976,517		$	4,487,936
General and administrative		399,623			911,925

Loss from operations		(1,376,140	)		(5,399,861	)

Net loss		(1,376,140	)		(5,399,861	)
Cumulative preferred stock dividends		(131,633	)		(358,032	)

Net loss attributable to common stockholders	$	(1,507,773	)	$	(5,757,893	)

Net loss per share - basic and diluted	$	(0.84	)	$	(2.94	)

Weighted-average number of common shares used in computing net loss per share applicable to common stockholders - basic and diluted		1,799,752			1,955,906

The accompanying notes are an integral part of these condensed financial statements.

F-3

RENOVACOR, INC.

Condensed Statements of Convertible Preferred Stock and Stockholders’ Deficit

(Unaudited)


	For the Six Months Ended June 30, 2020
									Additional					Total
	Convertible Preferred Stock				Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2019		934,803	$	3,438,782		1,933,988	$	194	$	95,213	$	(1,666,902	)	$	(1,571,495	)

Series A Preferred Stock, net of issuance costs of $30,972		—		820,993		—		—		—		—			—
Stock-based compensation		—		—		—		—		1,450		—			1,450
Issuance of restricted common stock		—		—		10,250		—		—		—			—
Vesting of restricted common stock		—		—		—		—		9,061		—			9,061
Net loss		—		—		—		—		—		(1,376,140	)		(1,376,140	)

Balance, June 30, 2020		934,803	$	4,259,775		1,944,238	$	194	$	105,724	$	(3,043,042	)	$	(2,937,124	)


	For the Six Months Ended June 30, 2021
									Additional					Total
	Convertible Preferred Stock				Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2020		2,578,518	$	10,073,820		1,953,368	$	195	$	120,747	$	(4,896,745	)	$	(4,775,803	)

Stock-based compensation		—		—		—		—		192,123		—			192,123
Issuance of restricted common stock		—		—		34,268		3		7		—			10
Net loss		—		—		—		—		—		(5,399,861	)		(5,399,861	)

Balance, June 30, 2021		2,578,518	$	10,073,820		1,987,636	$	198	$	312,877	$	(10,296,606	)	$	(9,983,531	)

The accompanying notes are an integral part of these condensed financial statements.

F-4

RENOVACOR, INC.

Condensed Statements of Cash Flows

(Unaudited)


	Six-Months Ended June 30,
	2020			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,376,140	)	$	(5,399,861	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		1,450			192,123
Depreciation expense		419			419
Change in assets and liabilities:
Prepaid expenses and other current assets		80,323			(437,986	)
Accounts payable		(151,109	)		1,156,672
Accrued expenses		3,455			438,626

Net cash used in operating activities		(1,441,602	)		(4,050,007	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred merger costs		—			(885,080	)
Proceeds from issuance of Series A convertible preferred stock, net		820,993			—
Proceeds from issuance of restricted stock		—			10

Net cash provided by (used in) financing activities		820,993			(885,070	)

NET DECREASE IN CASH		(620,609	)		(4,935,077	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		2,160,885			5,383,877

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,540,276		$	448,800


SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:
Deferred merger costs included in accrued expenses and accounts payable	$	—		$	1,439,038

The accompanying notes are an integral part of these condensed financial statements.

F-5

RENOVACOR, INC.

Notes to Condensed Financial Statements

(Unaudited)

1. Nature of Business and Basis of Presentation

Nature of Business

Renovacor, Inc. (the “Company”, or “Renovacor”), a Delaware corporation, was founded on June 7, 2013. The Company is a preclinical stage gene-therapy company with a focus on developing a pipeline of innovative and proprietary gene therapies for diseases in areas of high unmet medical need associated with mutations in the Bcl2-associated athanogene 3, or BAG3, gene.

The Company is subject to risks common to companies in the biopharmaceutical industry, including, but not limited to, risks related to the successful development and commercialization of product candidates, fluctuations in operating results and financial risks, the ability to successfully raise additional funds when needed, protection of proprietary rights and patent risks, patent litigation, compliance with government regulations, dependence on key personnel and prospective collaborative partners, and competition from competing products in the marketplace.

Liquidity Considerations

The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date the financial statements are issued. As of June 30, 2021, the Company had an accumulated deficit of $10.3 million. The Company has incurred losses and negative cash flows from operations since inception, including net losses of $5.4 million for the six months ended June 30, 2021. The Company expects that its operating losses and negative cash flows will continue for the foreseeable future as the Company continues to expand its research and development programs and develop its product candidates. The Company currently expects that its cash balance of $0.4 million as of June 30, 2021, plus $2.5 million in cash received in connection with the July 2021 convertible note issuance (Note 13), will not be sufficient to fund its operating expenses and capital requirement for more than 12 months from the date these financial statements are issued, and therefore substantial doubt exists about the Company’s ability to continue as a going concern. Additional funding will be necessary to fund future preclinical and clinical activities.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate continuation of the Company as a going concern for a period within one year from the issuance of these financial statements and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

On March 22, 2021, the Company entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Chardan Healthcare Acquisition 2 Corp. (“CHAQ”) as discussed below. One of the various closing conditions is that CHAQ have at least $85 million in cash at closing. However, there can be no assurance that the Company will be successful in completing the merger.

In the event the Company does not complete the merger contemplated by the Merger Agreement, the Company will seek additional funding through private equity financings, debt financings, collaborations, strategic alliances and marketing, distribution, or licensing arrangements. Although the Company has been successful in raising capital in the past, there is no assurance that the Company will be successful in obtaining such additional financing on terms acceptable to the Company, if at all, and the Company may not be able to enter into collaborations or other arrangements. If the Company is unable to obtain funding, the Company could be forced to delay, reduce, or eliminate its research and development programs, which could adversely affect its business prospects and its ability to continue operations.

F-6

Merger Agreement

In March 2021 the Company entered into the Merger Agreement with CHAQ, a publicly traded special purpose acquisition company (“SPAC”), by and among CHAQ, CHAQ2 Merger Sub, Inc., a wholly owned direct subsidiary of CHAQ (“Merger Sub” or “CHAQ2”), and Renovacor.

The following will occur at the effective time of the transaction: (i) Merger Sub will merge with and into Renovacor, with Renovacor as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of CHAQ (the “Merger”), and (ii) CHAQ’s name will be changed to Renovacor, Inc. The transaction is expected to close in the third quarter of 2021, following the receipt of the required approval by CHAQ’s stockholders and the fulfilment of other customary closing conditions.

Under the terms of the proposed transaction, CHAQ will issue 6.5 million common shares to current securityholders of Renovacor. Current Renovacor stockholders may also receive up to 2.0 million earn-out shares (“Company Earn Out Shares”), as follows: 0.6 million shares if the share price exceeds $17.50 by the end of calendar year 2023, 0.6 million shares if the share price exceeds $25.00 by the end of calendar year 2025, and 0.8 million shares if the share price exceeds $35.00 by the end of calendar year 2027. Furthermore, CHAQ’s sponsor agreed to shift 0.5 million of its founder shares to earn out shares, subject to same terms as Company Earn Out Shares. In addition, each option to purchase shares of Renovacor Common Stock (each, a “Renovacor Option”) outstanding immediately prior to the Closing will be converted into an option to purchase a number of shares of CHAQ Common Stock, rounded down to the nearest whole number, equal to the product of the number of shares of Renovacor Common Stock subject to such Renovacor Option and the Common Per Share Merger Consideration (an “Exchanged Option”), which Exchanged Option shall be subject to the same vesting terms applicable to the Renovacor Option immediately prior to the Closing.

Concurrently with the execution of the Merger Agreement, CHAQ entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), including the sponsor of CHAQ, certain holders of Renovacor Capital Stock and other third parties. Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and CHAQ agreed to issue and sell to such investors, immediately following the Closing, an aggregate of 3,000,000 shares of CHAQ Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $30,000,000 (the “PIPE Financing”). A portion of the shares of CHAQ Common Stock to be issued and sold in the PIPE Financing may be issued to certain PIPE Investors in the form of pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of CHAQ Common Stock, at an initial purchase price of $9.99 per share underlying the Pre-Funded Warrants. The Pre-Funded Warrants will be immediately exercisable at an exercise price of $0.01 (subject to a 9.99% beneficial ownership limitation) and will be exercisable indefinitely.

The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that CHAQ will grant the investors in the PIPE Financing certain customary registration rights, including a covenant by CHAQ to file a registration statement on Form S-1 registering for resale the shares of CHAQ Common Stock issued pursuant to the Subscription Agreements.

The obligation of CHAQ and Renovacor to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the approval of CHAQ’s stockholders, (ii) the approval of Renovacor’s stockholders and (iii) the preliminary proxy statement to solicit the approval of CHAQ’s stockholders (the “Proxy Statement”) receiving clearance from the SEC.

In addition, the obligation of CHAQ to consummate the Business Combination is subject to the fulfillment of other closing conditions, including, but not limited to, (i) the representations and warranties of Renovacor being true and correct to the standards applicable to such representations and warranties and each of the covenants of Renovacor having been performed or complied with in all material respect and (ii) no Material Adverse Effect (as defined in the Merger Agreement) having occurred with respect to Renovacor.

The obligation of Renovacor to consummate the Business Combination is also subject to the fulfillment of other closing conditions, including, but not limited to, (i) the representations and warranties of CHAQ and Merger Sub being true and correct to the standards applicable to such representations and warranties and each of the covenants of CHAQ having been performed or complied with in all material respects, (ii) the aggregate cash proceeds from CHAQ’s trust account, together with the proceeds from the PIPE Financing (as defined below), equaling no less than $85,000,000 (after deducting any amounts paid to CHAQ stockholders that exercise their redemption rights in connection with the Business Combination) (the “Minimum Cash Condition”) and (iii) the approval by the NYSE of CHAQ’s listing application in connection with the Business Combination.

F-7

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim condensed financial statements have been prepared pursuant to the rules and regulation of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting. These condensed statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to fairly present the results of the interim periods. The condensed balance sheet at December 31, 2020, has been derived from the audited financial statements at that date. Operating results and cash flows for the six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ended December 31, 2021 or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in U.S. GAAP have been omitted in accordance with the rules and regulations for interim reporting of the SEC. These interim condensed financial statements should be read in conjunction with the financial statements and notes thereto included in our report for the year ended December 31, 2020 (included elsewhere in this document).

Significant Accounting Policies

The significant accounting policies used in preparation of these condensed financial statements are disclosed in our annual financial statements for the year ended December 31, 2020. There have been no changes to the Company’s significant accounting policies during the six months ended June 30, 2021.

Deferred Merger Costs

The Company capitalizes specific incremental legal, accounting, and other fees and costs directly attributable to the proposed business combination with CHAQ as deferred merger costs. As of June 30, 2021, there were $2.3 million of such costs capitalized on the balance sheet.

Emerging Growth Company Status

Upon completion of the Merger with CHAQ, the Company expects to qualify as an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company expects to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date, that it (i) is no longer an emerging growth company, or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

New Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) and rules are issued by the SEC that the Company has or will adopt as of a specified date. Unless otherwise noted, management does not believe that any other recently issued accounting pronouncements issued by the FASB or guidance issued by the SEC had, or is expected to have, a material impact on the Company’s present or future financial statements.

Accounting Pronouncements Recently Adopted

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU simplifies the accounting for certain convertible instruments. ASU 2020-06 will be effective for fiscal years beginning after December 15, 2021, with early adoption permitted for interim and annual reporting periods beginning after December 15, 2020. The Company adopted this standard effective January 1, 2021, and there was no material impact on the Company’s financial statements.

F-8

Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASU No. 2016-02, Leases. Subsequently, the FASB issued ASU 2019-10 and then ASU 2020-05, both of which adjusted the effective date of ASU 2016-02 for non-public entities. The accounting standard is effective for non-public entities for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. A modified retrospective transition approach is required at the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of the pending adoption of the new standard on the Company’s financial statements.

3. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


	December 31,		June 30,
	2020		2021
Research and development costs	$	90,570	$	500,300
Insurance and other		16,726		44,982

Total prepaid expenses and other current assets	$	107,296	$	545,282

4. Property and Equipment, Net

Property and equipment, net, consisted of the following:


	December 31,			June 30,
	2020			2021
Laboratory equipment	$	2,500		$	2,500
Less: accumulated amortization		(1,952	)		(2,371	)

Property and equipment, net	$	548		$	129

Depreciation expense for each of the six months ended June 30, 2020 and 2021 was $419.

5. Accrued Expenses

Accrued expenses consisted of the following:


	December 31,		June 30,
	2020		2021
Employee compensation and benefits	$	35,375	$	285,806
External research and development expenses		21,500		172,631
Deferred merger costs		—		84,748
Professional fees and other		—		93,003

Total accrued expenses	$	56,875	$	636,188

6. Commitments and Contingencies

Legal Proceedings

The Company is not currently subject to any material legal proceedings.

Sponsored Research Agreements (“SRA”)

The Company is committed to funding the SRA it entered with Temple University as further described in Note 7.

F-9

7. License and Sponsored Research Agreements

Temple University

In August 2019, the Company entered into an exclusive license agreement (the “License Agreement”) and a sponsored research agreement, which was amended effective as of August 12, 2019, August 27, 2019 and further amended effective as of July 1, 2021 (as amended to date, the “SRA”), each with Temple University (“Temple”). Pursuant to the License Agreement, Temple granted the Company an exclusive, royalty-bearing, sublicensable, worldwide license to certain patent rights in certain inventions related to the use of BAG3 technology for the diagnosis, prevention or treatment of diseases in humans, and a non-exclusive license to use specified know-how and materials with a provision that Temple will retain the rights to practice the patent rights for non-commercial educational research purposes only and shall be free to sublicense these rights to other non-profit educational and research institutions solely for noncommercial research and educational purposes. Under the SRA, Temple is primarily responsible for preclinical development activities with respect to licensed technology and know-how through the pursuit of specific investigational questions which, in the aggregate, are intended to provide important supporting data for a future IND-enabling studies and for potential future marketing efforts. The Company is responsible for all subsequent clinical development and commercialization activities with respect to the licensed technology and know-how.

Upon execution of the License Agreement in 2019, the Company issued to Temple 97,879 shares of common stock on the effective date of the transaction and agreed to issue Temple an additional 9,130 shares of common stock upon the closing date of the second tranche of the Series A Convertible Preferred Stock (Note 8). The Company also reimbursed Temple for the prosecution and maintenance costs incurred by Temple for the licensed patent rights prior to the Company entering into the License Agreement, and the Company is responsible for all the ongoing costs relating to the prosecution and maintenance of the Temple patent rights licensed to the Company going forward. The Company also agreed to pay Temple a minimum annual administrative fee of $20,000 per year beginning with the effective date of the License Agreement and continuing each annual anniversary thereafter.

The License Agreement requires the Company to pay up to an aggregate of $1.25 million to Temple upon the achievement of certain developmental, regulatory and commercial milestones for the first licensed product that achieves said milestones regardless of the number of licensed products that achieve them. In addition, the Company is required to pay Temple a low single-digit royalty on net sales of any product utilizing the patent rights under the License Agreement, up to 50% of which may be reduced by payments Renovacor makes to third parties for freedom to operate. In addition, the Company must also pay a percentage of all consideration based on a percentage of sublicense consideration received by it, which percentage ranges from the mid-teens to mid-twenties depending on the stage of development at the time of the sublicense agreement.

The License Agreement will remain effective until (i) the expiration date of the last-to-expire patents covered under the License Agreement (currently expected to occur in 2041); (ii) the termination by Temple upon (a) an uncured breach by the Company, with a 60-day notification period, (b) the Company’s filing of a voluntary petition in bankruptcy or related proceeding, providing such petition is not dismissed within 90 days after the filing thereof, (c) a failure by the Company to meet certain milestones set forth in the Licensed Agreement, or (d) non-payment of undisputed monies due to Temple, with a 30-day notification period. Additionally, the Company may terminate the entire agreement or with respect to an individual patent or patent application, if desired, subject a 90-day notification period.

As it relates to the SRA, prior to the amendment entered into in August 2021 and effective as of July 1, 2021, Temple was to conduct certain preclinical activities for a three-year period, unless terminated sooner or extended by mutual written consent, for which the Company was obligated to fund approximately $0.9 million over the three-year initial term of the SRA. The SRA was further amended effective as of July 1, 2021 (the “2021 Amendment”) to, among other things, revise the period of performance, scope of work, and the budget. Following the 2021 Amendment, the Company is now obligated to fund a total of approximately $5.3 million to Temple through June 30, 2024 pursuant to the SRA, of which approximately $0.6 million has been funded through June 30, 2021.

During each of the six months ended June 30, 2020 and 2021, the Company recorded research and development expenses of approximately $0.2 million related to the SRA.

F-10

8. Convertible Preferred Stock

Convertible preferred stock consisted of the following as of June 30, 2021:


	Issuance Dates		Shares Issued and Outstanding		Common Stock Issuable Upon Conversion
Series A		August 2019		934,803		934,803
Series A		June 2020		209,658		209,658
Series A		November 2020		1,434,057		1,434,057

Series A Convertible Preferred Stock

In August 2019, the Company entered into a securities purchase agreement (the “Series A Agreement”) with certain investors to sell 2,718,286 shares of Series A convertible preferred stock, par value $0.0001 per share (“Series A Preferred Stock”), at $4.065063 per share for total gross cash proceeds of $11.1 million and the redemption of a $50,000 note payable. The Series A Agreement provides for three separate closing events, or tranches. beginning with the first tranche which closed in August 2019. The second tranche closed in November 2020, following the achievement of certain milestones provided for under the Series A Agreement. The closing of the third tranche will occur 20 days following the day the Company delivers to all participating investors a written certification by a majority of the Board of Directors, including at least one Series A Director, that certain milestones, as outlined in the Series A Agreement, have been met, if at all. The milestones include certain operational and preclinical activities the completion of which must occur within 36 months from the initial closing. The third tranche was outstanding as of June 30, 2021.

In August 2019, the Company closed the first tranche and issued 934,803 shares of Series A Preferred Stock to investors at $4.065063 per share for gross cash proceeds of $3.8 million, less issuance costs of $0.4 million, resulting in net proceeds of $3.4 million.

In June 2020, the Company entered into an amended securities purchase agreement (“Amended Series A Agreement”) permitting the sale of an additional 614,997 shares of Series A Preferred Stock at $4.065063 per share for gross cash proceeds of $2.5 million to an additional investor. In June 2020, the Company issued 209,658 shares of Series A Preferred Stock to the investor at $4.065063 per share for cash proceeds of $0.9 million, net of immaterial issuance costs.

In November 2020, in accordance with the terms of the Amended Series A Agreement, the Company closed the second tranche and issued 1,434,057 shares of Series A Preferred Stock to investors at $4.065063 per share for cash proceeds of $5.8 million, net of immaterial issuance costs.

The tranche right feature associated with the second closing and the third closing described above was evaluated in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”). The Company determined that the tranche right feature did not meet the definition of a freestanding financial instrument as the feature was not legally detachable. The Company also evaluated the feature as an embedded derivative and the Company determined that the tranche right feature did not meet the definition of a derivative financial instrument for which bifurcation would be required.

Rights, Preferences, Privileges and Restrictions

Voting—Each preferred stockholder is entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of preferred stock held by such holder are convertible at the time of such vote. All preferred stockholders are entitled to vote on all matters upon which holders of common stock have the right to vote, other than matters that must by law be voted by class or series vote. Series A stockholders, exclusively, and as a separate class, are entitled to elect two (2) directors of the Company.

Dividends—The holders of preferred stock are entitled to receive dividends, when and if declared by the board of directors of the Company, prior and in preference to any dividend on the common stock of the Company, in an amount equal to $0.28 per share of Series A per annum, subject to adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization. The dividends are cumulative and not compounding, and no such dividends have been declared to date. After payment of dividends on the Series A, any additional dividends shall be distributed among all holders of common stock and preferred stock based on the number of shares of common stock that would be held by each such holder if all shares of preferred stock were converted to common stock.

F-11

Liquidation Preference—In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, or a deemed liquidation event of the Company (which includes certain mergers and asset transfers), the holders of preferred stock shall be entitled to receive on a pari passu basis, out of the assets or consideration available for distribution in connection with such event and before any payment will be made to the holders of common stock, an amount per share equal to the original issuance price of the preferred stock ($4.065063) per share for the Series A, plus cumulative accrued dividends to date on such shares. The treatment of an event as a deemed liquidation event may be waived by the vote or written consent of the holders of at least a majority of the Series A Preferred Stock.

After payment of the Series A liquidation amounts in full, all of the remaining assets of the Company available for distribution to the stockholders shall be distributed among the holders of the preferred stock and common stock, pro rata, based on the number of shares held by each such holder on an as converted to common stock basis.

Conversion—Shares of preferred stock are convertible into common stock at the option of the holder at any time and without payment of any additional consideration. Each share of Series A is convertible into a number of fully paid shares of common stock as is determined by dividing the Series A original issuance price ($4.065063) by the Series A conversion price (initially equal to $4.065063). Further, the conversion rate of preferred stock is subject to adjustment based upon the occurrence of certain future events as defined in the Company’s Amended and Restated Certificate of Incorporation, as it may be amended or restated from time to time (the “Charter”).

Shares of preferred stock are automatically converted into shares of common stock upon either (a) the closing of an underwritten public offering at a price of at least $12.20 per share resulting in at least $60 million of gross proceeds to the Company, prior to deductions for underwriting discounts, commission, and expenses, or (b) the date and time, or occurrence of an event, specified by a vote of at least a majority of the holders of the preferred stock then outstanding.

Redemption—The Convertible Preferred Stock is subject to redemption under certain deemed liquidation events not solely within the control of the Company, as defined, and as such is considered contingently redeemable for accounting purposes and is classified as temporary equity in the Company’s balance sheets.

9. Common Stock

The Company is authorized to issue up to 6,000,000 shares of common stock, of which 1,987,636 were issued and outstanding at June 30, 2021.

On August 31, 2018, in accordance with the terms of the Company’s 2018 Stock Option and Grant Plan (the “2018 Plan”), as more fully described in Note 10, the Company issued and sold a total of 725,000 shares of restricted stock at a purchase price of $0.10 per share for a total of $72,500 (the “2018 RSAs”). In addition, the Company issued a total 10,250 and 34,268 shares of restricted stock pursuant to the 2018 Plan in the first quarter of 2020 and 2021, respectively (collectively, including the 2018 RSAs, the “RSAs”).

Pursuant to the 2018 Plan and the terms set forth in the RSA agreements, shares that have not vested pursuant to the applicable RSA agreements are subject to repurchase rights upon the occurrence of certain repurchase events, as defined in the 2018 Plan. Unvested RSAs are held in escrow and subject to optional repurchase by the Company upon the occurrence of a repurchase event causing the award holder to forfeit his or her right to such restricted stock at a repurchase price equal to the fair market value of the issued restricted shares; provided, however, in the case of a Restricted Covenant Breach (as defined in the 2018 Plan), the purchase price shall be the lesser of (x) the amount paid for such RSA, or (y) the estimated fair market value per RSA, as defined in the 2018 Plan, on the date the Company exercises its repurchase right. These repurchase terms are considered to be a forfeiture provision and the cash received for the unvested RSAs is treated as a liability in the Company’s balance sheet until the repurchase rights lapse.

As of June 30, 2021, the Company had 40,888 unvested RSAs outstanding, which are subject to repurchase rights. The Company also has the right to repurchase vested RSAs upon the occurrence of a Repurchase Event, as defined in the 2018 Plan, at fair market value.

The voting, dividend and liquidation rights of the holders of the common stock are subject to and qualified by the rights, powers, and preferences of the holders of the preferred stock.

Voting—Each holder of outstanding shares of common stock shall be entitled to one vote in respect of each share. The holders of outstanding shares of common stock, voting together as a single class, shall be entitled to elect two (2) directors. The number of authorized shares of common stock may be increased or decreased by the affirmative vote of a majority of the outstanding shares of common stock and preferred stock voting together as a single class.

F-12

Dividends—Subject to the payment in full of all preferential dividends to which the holders of the preferred stock are entitled, the holders of common stock shall be entitled to receive dividends out of funds legally available therefor at such times and in such amounts as the board of directors may determine in its sole discretion, with holders of preferred stock and common stock sharing pari passu in such dividends.

Liquidation Rights—After payment in full of all preferential amounts to which the holders of preferred stock are entitled upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company or deemed liquidation event of the Company, all remaining assets of the Company available for distribution to the stockholders shall be distributed among the holders of the preferred stock and common stock, pro rata based on the number of shares held by each such holder on an as converted to common stock basis.

Reserved Shares—As of June 30, 2021, the Company reserved the following shares of common stock for issuance upon conversion of the outstanding convertible preferred stock and exercise of stock options:


Conversion of Series A preferred stock			2,578,518
Series A preferred stock reserved for 3^rd tranche (Note 8)			754,765
Stock options available for issuance			130,305
Stock options outstanding			219,046

Total			3,682,634

10. Stock-Based Compensation

The Company’s board of directors adopted the 2018 Plan, which was approved by the Company’s stockholders effective August 1, 2018. Under the 2018 Plan, the Company may grant incentive stock options intended to qualify under Section 422 of the Internal Revenue Code, non-qualified stock options, restricted stock awards, and/or unrestricted stock awards to its employees and certain non-employees, including consultants, advisors, and directors. The maximum number of shares of common stock reserved for issuance under the 2018 Plan at the time of adoption was 850,000 shares. The number of authorized shares reserved for issuance under the 2018 Plan was increased by 268,869 shares effective as of August 12, 2019. There were 130,305 shares of common stock remaining and available for issuance under the 2018 Plan at June 30, 2021.

The exercise prices, vesting and other restrictions of the awards to be granted under the 2018 Plan are determined by the board of directors, except that no stock option may be issued with an exercise price less than the fair market value of the common stock at the date of the grant or have a term in excess of ten years. Options granted under the 2018 Plan are exercisable in whole or in part at any time subsequent to vesting.

Stock Options

The following table provides the weighted-average assumptions used in determining the fair value of option awards to purchase 42,179 and 136,867 shares of common stock issued during the six months ended June 30, 2020 and 2021, respectively:


	Six Months Ended
	June 30,
	2020			2021
Expected volatility		69.4	%		72.3	%
Risk-free interest rate		1.46	%		0.79	%
Expected dividend yield		—			—
Expected term (in years)		5.94			5.47

The weighted average fair value of the options granted was $0.25 and $4.77 per share for the six months ended June 30, 2020 and 2021, respectively.

F-13

The following table summarizes stock option activity for the six months ended June 30, 2021:


	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Outstanding - December 31, 2020		82,179	$	0.25		8.4	$	12,000
Granted		136,867		7.90
Exercised		—		—
Forfeited		—		—

Outstanding – June 30, 2021		219,046	$	5.03		8.6	$	1,007,198

Exercisable – June 30, 2021		57,556	$	0.22		6.0	$	541,492

During the six months ended June 30, 2021, the Company issued 100,000 options in connection with the employment of one of its officers. The vesting of this award is subject to performance conditions, and accordingly, the Company recognizes compensation expense for this award in the period in which the applicable performance conditions are deemed probable of achievement. During the six months ended June 30, 2021, the Company concluded that the performance conditions are probable of achievement and therefore, began recording compensation expense for the award over the estimated performance period.

The Company recorded $1,020 and $181,533 of stock-based compensation expense related to stock options for the six months ended June 30, 2020 and 2021, respectively. Included in stock-based compensation expense for the six months ended June 30, 2021 is $80,522 of expense related to accelerating the vesting of 8,727 options in June 2021.

As of June 30, 2021, there was approximately $0.6 million of unrecognized stock-based compensation expense related to unvested stock options, which the Company expects to recognize over a weighted average period of 1.4 years.

Restricted Stock Awards

The following table summarizes restricted stock activity for the six months ended June 30, 2021:


	Number of Shares
Unvested - December 31, 2020		10,250
Issued		34,268
Vested		(3,630	)
Cancelled		—

Unvested – June 30, 2021		40,888

The Company recorded $430 and $10,590 of stock-based compensation expense related to vesting of restricted stock for the six months ended June 30, 2020 and 2021, respectively. As of June 30, 2021, there was approximately $0.1 million of unrecognized stock-based compensation expense related to restricted stock awards, which the Company expects to recognize over a weighted average period of 3.4 years.

Stock-based compensation expense recorded in the accompanying statements of operations is as follows:


	Six Months Ended
	June 30,
	2020		2021
Research and development	$	1,020	$	178,826
General and administrative		430		13,297

Total stock-based compensation expense	$	1,450	$	192,123

11. Related Parties

The Company incurred consulting fees with Dr. Arthur Feldman, the founder and a current director of the Company, of approximately $50,000 for each of the six months ended June 30, 2020 and 2021, respectively. As of June 30, 2021, amounts due to Dr. Feldman totaled approximately $17,000.

F-14

12. Net Loss per Share

The following outstanding potentially dilutive securities have been excluded from the calculation of diluted net loss per share for the six months ended June 30, 2020 and 2021, as their effect is anti-dilutive:


	2020		2021
Convertible Preferred Stock		1,144,461		2,578,518
Stock options to purchase common stock		82,179		219,046
Restricted shares of common stock subject to repurchase		100,824		40,888

13. Subsequent Events

The Company has evaluated subsequent events through August 27, 2021, which represents the date these financial statements were issued.

July 2021 Note Purchase Agreement

On July 20, 2021, in accordance with the Merger Agreement and pursuant to a note purchase agreement, dated July 20, 2021, by and between Renovacor and Chardan Healthcare Investments, LLC, an affiliate of CHAQ’s sponsor (“Chardan Investments”) (the “Note Purchase Agreement”), Renovacor issued a $2,500,000 convertible promissory note to Chardan Investments (the “Convertible Promissory Note”) in exchange for $2,500,000 in cash to be used to finance Renovacor’s operations through the consummation of the Merger. The Convertible Promissory Note will bear interest at a rate per annum equal to (i) from July 20, 2021 until November 30, 2021, 4% per annum and (ii) from and after December 1, 2021, (A) 4% per annum if the Closing Date has occurred prior to December 1, 2021 and (B) 6% per annum if the Closing Date has not occurred prior to December 1, 2021. After the occurrence and during the continuance of any event of default under the Convertible Promissory Note, the interest rate on the note will be increased by an additional 5% per annum until such event of default is cured or is waived by Chardan Investments. The principal amount of, and the accrued interest on, the Convertible Promissory Note, together with any expenses due under the Note Purchase Agreement, will be immediately due and payable upon the occurrence and continuance of an event of default after the expiration of any applicable cure period.

The Convertible Promissory Note matures on July 20, 2022, provided that Chardan Investments may, in its sole discretion, extend the maturity of the Convertible Promissory Note by an additional 12-month period (the “Maturity Date”). The Convertible Promissory Note may not be prepaid at any time prior to the Maturity Date. Upon consummation of the Merger, an amount equal to $2,500,000 will automatically convert into CHAQ common stock at a price per share equal to $10.00 without any further action by Chardan Investments or Renovacor. The accrued interest, fees and other amounts payable on the Convertible Promissory Note, will be paid in cash to Chardan Investments promptly following the effective time of the Merger. Pursuant to the Merger Agreement and the Note Purchase Agreement, the Closing Chardan Cash (as defined in the Merger Agreement) will be reduced by $2,500,000 at the closing of the Merger.

If, at any time prior to the Maturity Date, Renovacor issues and sells shares of its equity securities to investors, whether or not existing stockholders of the Company, in a transaction or series of related transactions with the principal purpose of raising capital that results in total proceeds to Renovacor of at least $50,000,000, excluding the aggregate principal amount and accrued interest of the Convertible Promissory Note and any other convertible promissory notes or other convertible securities issued by Renovacor that are converting in connection with such financing, then, at Chardan Investments’ option, the outstanding principal amount of the Convertible Promissory Note, plus any unpaid accrued interest thereon, will either (i) be repaid in full in cash out of the proceeds of such financing or (ii) convert in whole, without any further action by Chardan Investments, into shares of the same equity securities sold in such financing (other than with respect to: (x) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection; and (y) the basis for any dividend or distribution rights) at a conversion price per share equal to the cash price per share paid by the applicable investors for such equity securities multiplied by 0.80. The issuance of such equity securities to Chardan Investments pursuant to the conversion of the Convertible Promissory Note will be upon and subject to the same terms and conditions applicable to equity securities sold in such financing.

If the Convertible Promissory Note has not been converted prior to July 20, 2022 and Chardan Investments has not extended the Maturity Date, then at least 30 days prior to such date, Renovacor will provide Chardan Investments with written notice of whether Renovacor is expected to have the ability to repay the Convertible Promissory Note upon maturity and, for a period of 45 days thereafter, Chardan Investments will have the option to either (i) cause Renovacor to pay Chardan Investments an amount in cash equal to the outstanding principal amount of the Convertible Promissory Note and any unpaid accrued interest thereon or (ii) convert the outstanding principal amount of the Convertible Promissory Note and any unpaid accrued interest thereon into, at Chardan Investments’ option, (A) shares of Renovacor Series A preferred stock at a price equal to the Series A conversion price then in effect or (B) shares of Renovacor’s most senior equity securities outstanding immediately prior to July 20, 2022 at a conversion price per share equal to the applicable conversion price of such equity securities multiplied by 0.80.

F-15

In the event of (a) a liquidation, dissolution or wind-up of the affairs of Renovacor, (b) the sale, conveyance or other disposition of all or substantially all of the property or business of Renovacor, (c) a merger or consolidation with or into any other entity, other than the closing of the Business Combination or (d) the occurrence of a “Change of Control Event,” in each case, prior to the Maturity Date or conversion of the Convertible Promissory Note (each, a “Deemed Liquidation Event”), then, at Chardan Investments’ election, the principal amount of the Convertible Promissory Note will either (i) become due and payable at, and contingent upon, the closing of such Deemed Liquidation Event (other than with respect to: (x) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection; and (y) the basis for any dividend or distribution rights) for an amount equal to the sum of the principal amount of the Convertible Promissory Note plus an additional amount equal to 75% of the principal amount of the Convertible Promissory Note or (ii) be converted, in full satisfaction of Renovacor’s obligations under the Convertible Promissory Note, as of immediately prior to, and contingent upon, the closing of such Deemed Liquidation Event, into, at Chardan Investments’ option, (A) shares of Renovacor Series A Preferred Stock at a price equal to the Series A conversion price then in effect or (B) shares of Renovacor’s most senior equity securities outstanding immediately prior to the closing of such Deemed Liquidation Event at a conversion price per share equal to the applicable conversion price of such equity securities multiplied by 0.80. Under the Note Purchase Agreement, a “Change of Control Event” will be deemed to have occurred if the equity investors of Renovacor as of July 20, 2021 fail to own, directly or indirectly, beneficially and of record, shares representing at least 51% of each of the aggregate ordinary voting power represented by the issued and outstanding equity interests of Renovacor, other than as a result of a bona fide equity financing for capital raising purpose. Chardan Investments’ conversion rights under the Convertible Promissory Note will terminate immediately thereafter.

SRA Agreement

The Company and Temple amended the SRA effective as of July 1, 2021 to, among other things, revise the period of performance, scope of work, and the budget as more fully described in Note 7.

F-16

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K (the “Form 8-K”) filed by the Company with the Securities and Exchange Commission (the “SEC”) on September 9, 2021. Unless the context otherwise requires, “Old Renovacor” refers to Renovacor, Inc. prior to the Closing Date, Duplicative the “Company” refers to Renovacor, Inc. (“Renovacor”) (f/k/a Chardan Healthcare Acquisition 2 Corp. ) after the Closing, and Chardan Healthcare Acquisition 2 Corp. (“Chardan”) prior to the Closing Date.

Chardan is a blank check company formed for the purpose of acquiring, through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization, or other similar business transaction, one or more operating businesses or entities.

The unaudited pro forma condensed combined balance sheet as of June 30, 2021 combines the historical balance sheet of Chardan and the historical balance sheet of Renovacor on a pro forma basis as if the Business Combination and the related transactions contemplated by the Merger Agreement, summarized below, had been consummated on June 30, 2021. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020, combines the historical statements of operations of Chardan and Renovacor for such periods on a pro forma basis as if the Business Combination and the transactions contemplated by the Merger Agreement, summarized below, had been consummated on January 1, 2020, the beginning of the earliest period presented.

The pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of Renovacor. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The historical financial information of Chardan was derived from the unaudited financial statements of Chardan as of and for the six months ended June 30, 2021 and the audited financial statements for the year ended December 31, 2020, as revised for the correction of certain out-of-period errors corrected in the Unaudited Condensed Financial Statements. The revision is more fully described in Note 2 “Revision of Previously Issued Financial Statements” of the aforementioned Unaudited Condensed Financial Statements. The historical financial information of Old Renovacor was derived from the unaudited financial statements of Old Renovacor as of and for the six months ended June 30, 2021 and the audited financial statements for the year ended December 31, 2020. This information should be read together with Chardan’s and Renovacor’s audited financial statements and related notes, the sections titled “Chardan’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Renovacor’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Chardan’s proxy statement/ information statement filed on August 5, 2021, the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Form 8-K, and other financial information included elsewhere and incorporated by reference.

Accounting for the Business Combination

The Business Combination is expected to be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, Chardan is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Renovacor issuing stock for the net assets of Chardan, accompanied by a recapitalization. The net assets of Chardan will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of Renovacor.

Renovacor has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•

Renovacor will be appointing a voting majority of directors to Chardan’s board of directors. Subsequent to the Business Combination, the Chardan Board shall consistent of seven directors: (i) five directors will be designated by Renovacor, four of which will be independent directors in accordance with the rules of the New York Stock Exchange (“NYSE”) and one of which will be Renovacor’s Chief Executive Officer and (ii) two directors will be designated by the Sponsor;

•

The executive officers of Old Renovacor will become the executive officers of Renovacor;

•

Renovacor represents a significant majority of the assets (excluding cash held in the trust account) and operations of the combined company; and

•

The intended strategy of the combined company will continue to focus on Renovacor’s core product/service offerings related to gene therapy-based treatments for cardiovascular disease.

These unaudited pro forma condensed combined financial statements are for informational purposes only. They do not purport to indicate the results that would have been obtained had the Business Combination and related transactions actually been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.

The Business Combination and Related Transactions

On March 22, 2021, Chardan entered into the Merger Agreement, by and among Chardan, Merger Sub, and Old Renovacor.

At the Effective Time, an aggregate of 6,500,000 shares of Chardan common stock, par value $0.0001 per share, and Exchanged options (defined below) will be issued to equityholders of Old Renovacor as of immediately prior to the Effective Time, including pursuant to the Renovacor Investor Incentive Plan, as described below (the “Aggregate Merger Consideration”). Out of the Aggregate Merger Consideration, each holder of preferred stock of Renovacor, par value $0.0001 per share (the “Renovacor Preferred Stock”), will be entitled to receive a number of shares of Chardan common stock equal to the Preferred Per Share Merger Consideration (as defined in the Merger Agreement) with respect to such holder’s shares of Renovacor Preferred Stock. Each holder of common stock of Old Renovacor, par value $0.0001 per share (the “Renovacor common stock”, and together with the Renovacor preferred stock, the “Renovacor capital stock”) will be entitled to receive a number of shares of Chardan common stock equal to the Common Per Share Merger Consideration (as defined in the Merger Agreement) with respect to such holder’s shares of Old Renovacor common stock. In addition, pursuant to the Renovacor Investor Incentive Plan, a portion of the Aggregate Merger Consideration will be allocated among certain Old Renovacor equityholders or their affiliates who elect to participate in the PIPE Investment on a pro rata basis based on their respective investment amounts. These holders include Dr. Cook, the Chief Executive Officer of Old Renovacor, Dr. Feldman, a member of the Old Renovacor board of directors, Innogest Capital and certain affiliates of Innogest Capital, Broadview Ventures and an affiliate of Broadview Ventures (of which Mr. Needham, a member of the Renovacor board of directors, is a director and the head of the biopharmaceutical practice), and Acorn Bioventures (of which Mr. Manke, who is a member of the Chardan Board, is a partner).

Each Old Renovacor option outstanding as of immediately prior to the Effective Time will be converted into an option to purchase a number of shares of Chardan common stock (rounded down to the nearest whole number) equal to the product of the number of shares of Renovacor Common Stock subject to such Old Renovacor option and the Common Per Share Merger Consideration (an “Exchanged option”), which Exchanged option shall be subject to the same vesting terms applicable to the Old Renovacor option as of immediately prior to the Effective Time.

The aggregate consideration for the Business Combination is estimated to be $65,000,000 and will be payable in the form of shares of the Chardan common stock as noted above.


Shares and Exchanged options transferred at closing ⁽¹⁾⁽²⁾		6,500,000
Value per share ⁽³⁾	$	10.00

Total share consideration ⁽¹⁾⁽²⁾	$	65,000,000

(1)

Amount includes (i) 194,926 shares underlying the Exchanged options and (ii) an aggregate of 13 fractional shares which will be cash settled at the Effective Time.

(2)

Amount excludes the issuance of 2,000,000 earn-out shares (the “Company Earnout Shares”) to certain stockholders and option holders of Old Renovacor as a result of the combined company satisfying the performance conditions subsequent to closing of the Business Combination.

(3)

Share consideration is calculated using a $10.00 reference price. Actual total share consideration will be dependent on the value of Chardan common stock at the Effective Time.

Holders of Old Renovacor capital stock and Old Renovacor options will also have the contingent right to receive up to 2,000,000 shares of Chardan common stock in the aggregate (the“Earnout Consideration”) as follows:

•

Chardan will issue 600,000 shares of the Earnout Consideration, in the aggregate, if at any time during the period beginning on the Closing Date and ending on December 31, 2023 (the “First Earnout Period”), the VWAP (as defined in the Merger Agreement) of the Chardan common stock over any 20 Trading Days (as defined in the Merger Agreement) (which may or may not be consecutive) within any 30 consecutive Trading Day period is greater than or equal to $17.50 per share of Chardan common stock (the “First Milestone”).

•

Chardan will issue an additional 600,000 shares of the Earnout Consideration, in the aggregate, if at any time during the period beginning on the Closing Date and ending on December 31, 2025 (the “Second Earnout Period”), the VWAP of the Chardan common stock over any 20 Trading Days (which may or may not be consecutive) within any 30 consecutive Trading Day period is greater than or equal to $25.00 per share of Chardan common stock (the “Second Milestone”).

•

Chardan shall issue an additional 800,000 shares of the Earnout Consideration, in the aggregate, if at any time during the period beginning on the Closing Date and ending on December 31, 2027 (the “Third Earnout Period” and together with the First Earnout Period and the Second Earnout Period, each, an “Earnout Period” and collectively, the “Earnout Periods”), the VWAP of the Chardan common stock over any 20 Trading Days (which may or may not be consecutive) within any 30 consecutive Trading Day period is greater than or equal to $35.00 per share of Chardan common stock (the “Third Milestone” and together with the First Milestone and the Second Milestone, the “Earnout Milestones”).

•

Upon the consummation of any Change in Control (as defined in the Merger Agreement) during any Earnout Period, any Earnout Milestone with respect to such Earnout Period that has not yet been achieved shall automatically be deemed to have been achieved regardless of the valuation of the Chardan common stock in such Change in Control transaction and Chardan will take all actions necessary to provide for the issuance of the shares of Chardan common stock comprising the applicable Earnout Consideration issuable in respect of such Earnout Milestone(s) prior to the consummation of such Change in Control.

Each holder of Old Renovacor capital stock will be entitled to such holder’s aggregate Per Share Earnout Consideration (as defined in the Merger Agreement) in respect of such shares of Old Renovacor capital stock. In addition, at the Effective Time, holders of Old Renovacor options will be issued an Earnout RSU Award (as defined in the Merger Agreement) in respect of such holder’s Old Renovacor options, which will entitle such holder to an aggregate number of shares of Chardan common stock equal to the aggregate Per Share Earnout Consideration in respect of the shares of Old Renovacor capital stock underlying such Old Renovacor options, if any, subject to the satisfaction of the applicable vesting conditions with respect to the Exchanged options issued in respect of such Old Renovacor options at the Effective Time. The settlement and payment of the Earnout RSU Awards will occur simultaneously with the issuance of the Per Share Earnout Consideration to holders of Old Renovacor capital stock. In addition, pursuant to the Renovacor Investor Incentive Plan, a portion of the Earnout Consideration will be allocated among certain Old Renovacor equityholders or their affiliates who elected to participate in the PIPE Investment on a pro rata basis based on their respective investment amounts. These holders include Dr. Cook, the

Chief Executive Officer of Old Renovacor, Dr. Feldman, a member of the Old Renovacor board of directors, Innogest Capital and certain affiliates of Innogest Capital, Broadview Ventures and an affiliate of Broadview Ventures (of which Mr. Needham, a member of the Renovacor board of directors, is a director and the head of the biopharmaceutical practice), and Acorn Bioventures (of which Mr. Manke, who is a member of the Chardan Board, is a partner).

The Earnout Consideration is summarized, as set forth in the table below:


Expiration	Target Price		Earnout Shares Issued
December 31, 2023	$	17.50		600,000
December 31, 2025	$	25.00		600,000
December 31, 2027	$	35.00		800,000

				2,000,000

Each Earnout Milestone will be evaluated on a stand-alone basis without reference to any other Earnout Milestone.

Renovacor continues to review the accounting and financial impact as a result of the Business Combination including the estimation of the fair value of the Earnout Consideration attributable to capital stockholders and options holders discussed above. Specifically, the Company expects that the portion of the total Earnout Consideration related to the Earnout RSU Awards will be accounted for under Accounting Standards Codification 718, Compensation - Stock-Based Compensation (ASC 718). The achievement of each Earnout Milestone represents a market-based vesting condition. The estimated fair value of the Earnout RSU Awards will be determined utilizing a Monte Carlo simulation model on the date the awards are granted and will be recorded as stock-based compensation expense over the implied service period.

For the Earnout Consideration attributable to Old Renovacor capital stockholders (excluding option holders), the Company expects to classify the fair value of this Earnout consideration outside of permanent equity as a liability on the balance sheet with subsequent changes in the fair value of such Earnout Consideration recognized as a gain or loss at each reporting period during the earnout period, pursuant to the provisions of Accounting Standards Codification 815, Derivatives and Hedging (ASC 815). A change in the assumptions utilized to estimate the fair value of the Earnout Consideration may have a material effect on the unaudited the pro forma condensed combined balance sheet and unaudited proforma combined income statement for the periods presented.

Under the terms of the Transaction (as provided for in the Sponsor Support Agreement), certain Founder Shares totaling 500,000 shall be placed into escrow and subject to forfeiture. Such Founder Shares will be released from escrow if the weighted average sale price of the combined company’s Common Stock equals or exceeds the Target Price for any 20 trading days within a 30-day trading period from the Effective Time until the applicable end date (the “Sponsor Earnout Consideration”). Upon consummation of any change in control during the earnout period, any Earnout Milestone with respect to such earnout period that has not yet been achieved shall automatically be deemed to have been achieved regardless of the valuation of the per share common stock price in such change in control transaction. Any Sponsor Earnout Shares that remain unvested as of the expiration of the applicable earnout period shall be forfeited and canceled.

The Sponsor Earnout Consideration is summarized, as set forth in the table below:


Expiration	Target Price		Earnout Shares Issued
December 31, 2023	$	17.50		150,000
December 31, 2025	$	25.00		150,000
December 31, 2027	$	35.00		200,000

				500,000

It is expected the Sponsor Earnout Consideration will be classified outside of permanent equity as a liability on the balance sheet with subsequent changes in the fair value of such Sponsor Earnout Consideration recognized as a gain or loss at each reporting period during the earnout period, pursuant to the provisions of ASC 815. A change in the assumptions utilized to estimate the fair value of the Sponsor Earnout Consideration may have a material effect on the unaudited the pro forma condensed combined balance sheet.

Concurrently with the execution of the Merger Agreement, Chardan entered into the Subscription Agreements with the PIPE Investors, including Chardan Healthcare Investments, LLC, an affiliate of the Sponsor, certain holders of Old Renovacor capital stock and other third parties, pursuant to which, on the Closing Date, and concurrently with the closing of the Business Combination, the PIPE Investors purchased an aggregate of 2,284,776 shares of the Company’s Common Stock at a price of $10.00 per share and the Pre-Funded Warrant entitling the holder thereof to purchase 715,224 shares of the Company’s Common Stock at an initial purchase price of $9.99 per share underlying the Pre-Funded Warrant, for aggregate gross proceeds of approximately $30.0 million. The Pre-Funded Warrant is immediately exercisable at an exercise price of $0.01 and will be exercisable indefinitely, provided that the holder of the Pre-Funded Warrant is prohibited from exercising such Pre-Funded Warrant in an amount that would cause such holder’s beneficial ownership of the Company’s Common Stock to exceed 9.9%.

The Subscription Agreements provide that Chardan will grant the investors in the PIPE Investment certain customary registration rights, including a covenant by the Company to file a registration statement on Form S-1 registering for resale the shares of the Company’s common stock issued pursuant to the Subscription Agreements.

The pro forma adjustments giving effect to the Business Combination and related transactions are summarized below, and are discussed further in the footnotes to these unaudited pro forma condensed combined financial statements:

•

The consummation of the Business Combination and reclassification of cash held in Chardan’s trust account to cash and cash equivalents, net of redemptions (see below);

•

The consummation of the PIPE Investment;

•

The accounting for deferred offering costs and transaction costs incurred by both Chardan and Old Renovacor; and

•

The accounting for the Earnout Consideration and Sponsor Earnout Consideration.

The unaudited pro forma condensed combined financial information reflects Chardan stockholders’ approval of the Business Combination on September 1, 2021, and that Chardan’s public stockholders holding 2,112,100 shares have elected to redeem their shares prior to the Closing Date.

The following summarizes the pro forma Renovacor ownership immediately after the Business Combination:


	Number of Shares		Percentage of Outstanding Shares
Renovacor Stockholders		6,305,061		36.1	%
Renovacor PIPE Investment ⁽¹⁾		1,750,000		10.0	%

		8,055,061		46.1	%

Chardan public shares		6,510,544		37.3	%
Chardan founder shares ⁽²⁾		1,655,661		9.5	%
Chardan Sponsor PIPE Investment		250,000		1.4	%
Chardan Sponsor stockholder PIPE Investment		1,000,000		5.7	%

		9,416,205		53.9	%

Pro forma ownership at June 30, 2021		17,471,266		100.0	%

(1)

Includes 715,224 shares underlying the Pre-Funded Warrant, which is immediately exercisable following Closing subject to a cap on the beneficial ownership of the holder thereof of 9.99%.

(2)

Excludes the Sponsor Earnout Consideration which are certain Founder Shares totaling 500,000 placed into escrow and subject to forfeiture.

Pursuant to the Merger Agreement, 219,046 Old Renovacor options will be canceled and replaced by Exchanged options. Exchanged options will be subject to the same vesting schedule and forfeiture restrictions as the Renovacor awards. Further, the table above excludes the Earnout and Sponsor Earnout Consideration as defined above.

The following unaudited pro forma condensed combined balance sheet as of June 30, 2021 and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2021 are based on the historical financial statements of Chardan and Old Renovacor. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2021


	CHAQ (Historical)			Old Renovacor (Historical)			Transaction Accounting Adjustments				Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	304,575		$	448,800		$	86,254,797		A	$	90,807,359
								30,000,000		B
								(4,579,813	)	C
								(500,000	)	D
								(21,121,000	)	J
Prepaid expenses and other current assets		—			545,282			—				545,282

Total current assets		304,575			994,082			90,053,984				91,352,641
Marketable securities held in Trust Account		86,254,797			—			(86,254,797	)	A		—
Property		—			129			—				129
Deferred merger costs		—			2,324,118			(2,324,118	)	C		—

Total assets	$	86,559,372		$	3,318,329		$	1,475,069			$	91,352,770

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	1,917,910		$	3,228,040		$	(2,941,435	)	C		2,204,515
Promissory note - related party		500,000			—			(500,000	)	D		—
Warrant liabilities		3,745,000			—			—				3,745,000
Share earn-out liability		—			—			20,801,887		I		20,801,887

Total liabilities		6,162,910			3,228,040			17,360,452				26,751,402

Temporary equity:
Common stock subject to possible redemption		86,254,797			—			(86,254,797	)	E		—
Convertible preferred stock		—			10,073,820			(10,073,820	)	F		—

Total temporary equity		86,254,797			10,073,820			(96,328,617	)			—

Stockholders’ equity:
Common stock		215			198			228		B		1,676
								863		E
								(198	)	F
								631		F
								(50	)	G
								(211	)	J
Additional paid-in capital		24,785			312,877			29,999,772		B		77,044,453
								(1,814,342	)	C
								86,253,934		E
								10,074,018		F
								(631	)	F
								50		G
								(5,883,335	)	H
								(20,801,887	)	I
								(21,120,789	)	J
Accumulated deficit		(5,883,335	)		(10,296,606	)		(2,148,154	)	C		(12,444,760	)
								5,883,335		H

Total stockholders’ equity (deficit)		(5,858,335	)		(9,983,531	)		80,443,234				64,601,368

Total liabilities, temporary equity and stockholders’ equity (deficit)	$	86,559,372		$	3,318,329		$	1,475,069			$	91,352,770

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2021


	CHAQ (Historical)			Old Renovacor (Historical)			Transaction Accounting Adjustments				Pro Forma Combined
Operating expenses:
Operating	$	1,932,184		$	—		$	—			$	1,932,184
Research and development		—			4,487,936			(181,533	)	AA		4,410,700
								14,058		AA
								90,239		DD
General and administrative		39,243			911,925			—				951,168

Loss from operations		(1,971,427	)		(5,399,861	)		77,236				(7,294,052	)
Other income (expense):
Interest earned on marketable securities held in Trust Account		7,166			—			(7,166	)	CC		—
Change in fair value of warrant liability		280,000			—			—				280,000

Net loss	$	(1,684,261	)	$	(5,399,861	)	$	70,070			$	(7,014,052	)

Net Loss per Share (Note 4):
Weighted average shares outstanding, basic and diluted		10,778,305			1,955,906							17,471,266
Basic and diluted net loss per common share	$	(0.16	)	$	(2.94	)					$	(0.40	)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2020


	CHAQ (Historical as Revised)			Old Renovacor (Historical)			Transaction Accounting Adjustments				Pro Forma Combined
Operating expenses:
Operating and formation costs	$	801,961		$	—		$	—			$	801,961
Research and development		—			2,424,567			(2,813	)	AA		2,658,465
								56,232		AA
								180,479		DD
General and administrative		—			805,276			2,148,154		BB		2,953,430

Loss from operations		(801,961	)		(3,229,843	)		(2,382,052	)			(6,413,856	)
Other income (expense):
Interest earned on marketable securities held in Trust Account		21,191			—			(21,191	)	CC		—
Transaction costs		(9,357	)		—			—				(9,357	)
Compensation expense on Private Placement warrants		(1,680,000	)		—			—				(1,680,000	)
Change in fair value of warrant liability		(945,000	)		—			—				(945,000	)

Net loss	$	(3,415,127	)	$	(3,229,843	)	$	(2,403,243	)		$	(9,048,213	)

Net Loss per Share (Note 4):
Weighted average shares outstanding of common stock		3,498,861			1,838,075							17,471,266
Basic and diluted net loss per share	$	(0.98	)	$	(1.94	)					$	(0.52	)

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1. Basis of Presentation

The Business Combination is expected to be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Chardan will be treated as the “accounting acquiree” and Renovacor as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Renovacor issuing shares for the net assets of Chardan, followed by a recapitalization. The net assets of Old Renovacor will be stated at historical cost. Operations prior to the Business Combination will be those of Old Renovacor.

The unaudited pro forma condensed combined balance sheet as of June 30, 2021 assumes that the Business Combination occurred on June 30, 2021. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 give pro forma effect to the Business Combination as if it had been completed on January 1, 2020. These periods are presented on the basis of Old Renovacor as the accounting acquirer.

The pro forma adjustments reflecting the consummation of the Business Combination and related transactions are based on certain currently available information and certain assumptions and methodologies that Chardan believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Chardan believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination and related transactions based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination. The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of Chardan and Renovacor.

Note 2. Accounting Policies

Upon consummation of the Business Combination, management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the post-combination company. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). The Company has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The pro forma condensed combined financial information does not include an income tax adjustment. Upon closing of the Business Combination, it is likely that the combined company will record a valuation allowance against the total U.S. and state deferred tax assets as the recoverability of the tax assets is uncertain. The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the combined company filed consolidated income tax returns during the periods presented.

The pro forma basic and diluted loss per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of the combined company’s shares outstanding, assuming the Business Combination occurred as of the beginning of the period presented.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2021 are as follows:

Reflects the reclassification of marketable securities held in the trust account to cash and cash equivalents.

Represents cash proceeds of approximately $30,000,000 from the private placement of 2,284,776 shares of Chardan common stock at $10.00 per share and the Pre-Funded Warrant entitling the holder thereof to purchase 715,224 shares of the Company’s Common Stock, at an initial purchase price of $9.99 per share underlying the Pre-Funded Warrant pursuant to the concurrent PIPE Investment. The Pre-Funded Warrant is immediately exercisable at an exercise price of $0.01 and will be exercisable indefinitely, provided that the holder of the Pre-Funded Warrant is prohibited from exercising such Pre-Funded Warrant in an amount that would cause such holder’s beneficial ownership of the Company’s Common Stock to exceed 9.9%.

Represents settlement of preliminary estimated transaction costs of $5,464,893 inclusive of advisory, banking, printing, legal and accounting fees that are expensed as a part of the Business Combination and equity issuance costs that are capitalized into additional paid-in capital. As of June 30, 2021, $2,941,435 was accrued and $2,324,118 was capitalized on the balance Sheet of Old Renovacor. Equity issuance costs of $3,316,739 are offset to additional paid-in capital and the remaining balance is expensed through accumulated deficit. The costs expensed through accumulated deficit are included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 as discussed below (please refer adjustment BB).

Represents repayment of outstanding notes payable.

Reflects the reclassification of approximately $86,254,797 of common stock subject to possible redemption to permanent equity.

Represents the recapitalization of Old Renovacor’s outstanding equity comprised of 2,578,518 shares of convertible preferred stock and 1,987,636 shares of common stock, par value $0.0001 (aggregate value of $10,074,018 reflected as an increase in additional paid-in capital) and the issuance of 6,305,061 shares of Chardan Common Stock (total par value of $631) to Old Renovacor shareholders as consideration for the reverse recapitalization.

Reflects adjustment for the Sponsor Earnout Shares totaling 500,000 shares which shall be placed into escrow and subject to forfeiture. Chardan has preliminarily determined that the Sponsor Earnout Shares are not indexed to Chardan’s own stock and are therefore accounted for as a liability which will be remeasured to fair value at subsequent reporting dates. The change in estimated fair value is noted in adjustment (I).

Reflects the reclassification of Chardan’s historical accumulated deficit.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Represents the estimated fair value of the Earnout Consideration for Old Renovacor capital stockholders and Sponsor Earnout Shares. Chardan has preliminarily determined that the Earnout Consideration for Old Renovacor capital stockholders and Sponsor Earnout Shares are not indexed to Chardan’s own stock and is therefore each accounted for as a liability which will be remeasured to fair value at subsequent reporting dates with the change in fair value recognized as a gain or loss in the statement of operations. The pro forma value of the Earnout Consideration for Old Renovacor capital stockholders and Sponsor Earnout Shares was estimated utilizing a Monte Carlo simulation model. The significant assumptions utilized in estimating the fair value of the Earnout Consideration for Old Renovacor capital stockholders and Sponsor Earnout Shares include the following: (1) Chardan common stock price of $10.00; (2) the volatility of Chardan’s common stock of 95.0%; and (3) the expected probability of 7.5% and term to a change in control of 5-7 years. A 20% increase or decrease in the stock price would change the estimated fair value to $27,050,000 and $18,025,000, respectively. A 20% increase or decrease in the volatility would change the estimated fair value to $21,500,000 and $23,400,000, respectively. Estimates are subject to change as additional information becomes available and additional analyses are performed and such changes could be material once the final valuation is determined at the Effective Time.

Reflects the redemptions of 2,112,100 Chardan Public Shares for aggregate redemption payments of $21,121,000 allocated to common stock and additional paid-in capital using par value $0.0001 per share and a redemption price of $10.00 per share.

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 are as follows:

AA.

Reflects elimination of historical stock-based compensation expense related to canceled Old Renovacor option awards and the recognition of incremental compensation expense related to replacement (modification) of option awards issued. The value of the replacement options was estimated utilizing a Black-Scholes model. The significant assumptions utilized in estimating the fair value of the replacement options include the following: (1) Chardan common stock price of $10.00; (2) the strike price ranging from $0.12 to $10.83, (3) volatility of Chardan’s common stock of 95.0%; and (4) the expected term of the award (approximating 5 years). Estimates are subject to change as additional information becomes available and additional analyses are performed and such changes could be material once the final valuation is determined at the Effective Time.

BB.

Reflects estimated transactions costs of $2,148,154 as if incurred on January 1, 2020, the date the Business Combination occurred for the purposes of the unaudited pro forma condensed combined statement of operations. The amount presented is comprised of transaction costs outlined in adjustment (C) that were not not yet recognized and expensed in the historical Chardan and Old Renovacor statement of operations as part of the Business Combination.

CC.

Reflects elimination of investment income on the Trust Account.

DD.

Represents the estimated compensation expense related to the Earnout RSU Awards. Chardan has determined that the Earnout RSU Awards contain a market-based vesting condition under ASC 718. Compensation expense in the unaudited pro forma condensed combined statement of operations assume the Business Combination occurred on January 1, 2020. The value of the Earnout RSU Awards was estimated utilizing a Monte Carlo simulation model, and the total value of the Earnout RSU Awards was estimated to be $1,173,113, which will be recognized over the implied service period for the award of 6.5 years, and results in incremental compensation expense $90,239 and $180,479 for the six months ended June 30, 2021, and the year ended December, 31, 2020, respectively. The significant assumptions utilized in estimating the fair value of the Earnout RSU awards include the following: (1) Chardan common stock price of $10.00; (2) the volatility of Chardan’s common stock of 95.0%; and (3) the expected probability of 7.5% and term to a change in control of 5-7 years. A 20% increase or decrease in the stock price would change compensation expense by $(34,700) and $(53,230), respectively, for the six months ended June 30, 2021, and $41,681 and $(32,441), respectively, for the year ended December 31, 2020. A 20% increase or decrease in the volatility would change compensation expense by $(46,095) and $(42,194), respectively, for the six months ended June 30, 2021, and $(3,901) and $11,704, respectively, for the year ended December 31, 2020. The actual fair values of these awards and the related compensation expense are subject to change as additional information becomes available and as additional analyses are performed, such changes could be material once the final valuation is determined at the Effective Time.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 4. Net Loss per Share

The net loss per share was calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2020. As the Business Combination and related equity transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net income (loss) per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entirety of all periods presented.


	For the Six Months Ended June 30, 2021			For the Year Ended December 31, 2021
Pro forma net loss	$	(7,014,052	)	$	(9,048,213	)
Weighted average shares outstanding of common stock ⁽¹⁾		17,471,266			17,471,266
Net loss per share (basic and diluted) ⁽²⁾	$	(0.40	)	$	(0.52	)
Excluded securities: ⁽²⁾
Earnout Consideration		1,922,843			1,922,843
Sponsor Earnout Consideration		500,000			500,000
Earnout RSU Awards		77,157			77,157
Public warrants ⁽³⁾		4,311,322			4,311,322
Private placement warrants		3,500,000			3,500,000
Replacement stock options		194,926			194,926

(1)

Includes 715,224 shares underlying the Pre-Funded Warrants, which are immediately exercisable following Closing, subject to a 9.99% beneficial ownership limitation, which may be increased up to 19.99% at the option of the holder from time to time. Such warrants are exercisable for nominal consideration and have an indefinite life, and therefore, are included in proforma weighted average shares outstanding for the periods presented.

(2)

The potentially dilutive outstanding securities were excluded from the computation of pro forma net loss per share, basic and diluted, because their effect would have been anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period.

(3)

Each public warrant entitles the registered holder to purchase one-half (1/2) of a share of common stock, there are currently 8,622,644 public warrants issued.