AMENDMENT
TO SECURITIES PURCHASE AGREEMENT


 


This
Amendment to Securities Purchase Agreement (this “Amendment”), dated as of December 29, 2017, is by and among
Hancock Jaffe Laboratories, Inc., a Delaware corporation (the “Company”), and the
undersigned signatories hereto (collectively, the “Lenders”) and amends that certain Securities Purchase
Agreement (the “Purchase Agreement”), Senior Secured Convertible Note (the “Notes”), and
Common Stock Purchase Warrant (the “Warrants”), by and among the Company and the signatories thereto (the “Purchasers”
and altogether, the “Transaction Documents”). Capitalized terms used but not defined herein shall have the
meaning ascribed to such terms in the Transaction Documents.


 


RECITALS


 


WHEREAS,
the Company and the Lenders desire to amend the Transaction Documents to extend the maturity date of the Notes to February 28,
2018;


 


WHEREAS,
the Company and the Lenders desire to amend Transaction Documents to provide that the number of Warrant Shares exercisable under
the Warrants shall equal 75% of the number of shares of Common Stock issuable upon conversion of the Notes;


 


WHEREAS,
the Company and the Lenders desire to amend the Transaction Documents to eliminate the increase of the Principal Amount and number
of shares issuable upon exercise of the Warrants upon an Event of Default;


 


WHEREAS,
the Company and the Lenders desire to defer any accrued interest payable under the Notes to January 11, 2018;


 


WHEREAS,
pursuant to Section 5.5 of the Purchase Agreement, the Transaction Documents may be amended or its terms waived with the written
consent of the Company and the Purchasers holding a majority of the aggregate principal amount of all Notes issued under the Purchase
Agreement (the “Requisite Holders”); and


 


WHEREAS,
the Company and the undersigned Lenders, constituting the Requisite Holders, desire to amend the Transaction Documents as hereinafter
set forth.


 


AGREEMENT


 


NOW,
THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged and agreed, the parties
hereby agree as follows:


 


1.
Amendment to Purchase Agreement Section 2.2(a)(iii). Section 2.2(a)(iii) of the Purchase Agreement is hereby amended
and restated in its entirety as follows:


 


“(iii)
a Warrant registered in the name of such Purchaser with an exercise price per share equal to the lesser of (a) $14.40 or (b) 120%
of the Conversion Price, and to purchase up to a number of Common Shares equal to 75% of the number of Common Shares issuable
upon conversion of such Purchaser’s Note.”


 






    	 	 	 



     


    

 


2.
Amended and Restated Note. In connection and to facilitate the stated intent of the Company and the Lenders in the
recitals, among other things, the parties consent and agree that the Notes issued to all Purchasers are hereby amended and restated,
substantially in the form attached hereto as Exhibit A (the “Amended and Restated Note”). The Company
shall execute and deliver the Note to each Purchaser.


 


3.
Amended and Restated Warrant. In connection and to facilitate the stated intent of the Company and the Lenders in the
recitals, among other things, the parties consent and agree that the Warrants issued to all Purchasers are hereby amended and
restated substantially in the form attached hereto as Exhibit B (the “Amended and Restated Warrant”).
The Company shall execute and deliver the Warrant to each Purchaser.


 


4.
No Other Amendments. Except as herein amended, all provisions of the Transaction Documents shall remain in full force
and effect.


 


5.
Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State
of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any
other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.


 


6.
Enforceability. If any provision of this Amendment is held invalid or unenforceable by any court of competent jurisdiction,
the other provisions of this Amendment will remain in full force and effect. Any provision of this Amendment held invalid or unenforceable
only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.


 


7.
Counterparts. This Amendment may be executed in one or more counterparts, each of which shall have the same force and
effect of the original.


 


[Signature
Page Follows]


 




    	 	 	 



     


    


 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.


 


	 	COMPANY:
	 	 
	 	HANCOCK
    JAFFE LABORATORIES, INC.
	 	 	 
	 	By:	/s/
    William Abbott
	 	Name:
    	William
    Abbott
	 	Title:
    	Chief
    Financial Officer
	 	 	 
	 	LENDER:
	 	 	 
	 	By:	                    
	 	Name:	 
	 	Title:
    	 


 


Signature
Page to Amendment to Securities Purchase Agreement


 




    	 	 	 



     


    


 


EXHIBIT
A


 


Amended
and Restated Note


 


Exhibit
to Amendment to Securities Purchase Agreement


 




    	 	 	 



     


    


 


EXHIBIT
B


 


Amended
and Restated Warrant


 


Exhibit
to Amendment to Securities Purchase Agreement