FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT


 


This
First Amendment to Employment Agreement (this “Amendment”), dated as of June 1, 2017 (the “Effective
Date”), is made by and between Hancock Jaffe Laboratories, Inc., a Delaware corporation (“Hancock Jaffe”)
and William Abbott (“Employee,” and together with Hancock Jaffe, the “Parties”), and amends
that certain Employment Agreement, dated as of July 1, 2016, by and between Hancock Jaffe and Employee (the “Employment
Agreement”).


 


RECITALS


 


WHEREAS,
Hancock Jaffe and Employee previously entered into the Employment Agreement, pursuant to which Employee serves as Hancock Jaffe’s
Business Development Manager;


 


WHEREAS,
pursuant to Section 17 of the Employment Agreement, no provision of the Employment Agreement may be modified unless such modification
is agreed to in writing and signed by Employee and such officer as may be designated by Hancock Jaffe; and


 


WHEREAS,
the Parties desire to amend the Employment Agreement to recognize the Employee’s continued contribution as the Company’s
Interim President through an increase Employee’s base salary.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


	1.	Amendment
    to Section 3. Section 3 of the Employment Agreement is hereby amended and restated in its entirety as set forth below:
	 	 
	 	“BASE
    SALARY. Hancock Jaffe shall pay Employee a base salary (“Base Salary”) at an annual rate of $300,000
    during the Term, paid in accordance with the regular payroll practices of Hancock Jaffe. The Base Salary shall be subject
    to annual review and adjustment at the sole discretion of the Board. In no event shall the Base Salary be reduced from the
    preceding year without the consent of Employee.
	 	 
	2.	Effect
    on the Employment Agreement; Reaffirmation. The Employment Agreement is not modified or amended other than as expressly
    indicated herein, and all other terms and conditions of the Employment Agreement shall remain in full force and effect. Hancock
    Jaffe and Employee hereby reaffirm every term, condition, covenant, representation and warranty set forth in the Employment
    Agreement not amended herein as originally made and given.
	 	 
	3.	Governing
    Law. This Amendment, for all purposes, shall be construed in accordance with the laws of the State of California without
    regard to conflicts of law principles.
	 	 
	4.	Counterparts.
    This Amendment may be executed (a) in one or more partially or fully executed counterparts, each of which will be deemed an
    original and will bind the signatory, but all of which together will constitute the same instrument, and (b) by facsimile
    or other electronic transmission of signatures.


 


[Signature
page follows]


 




    	 	 	 



    	 		 



    

 


In
witness whereof,
Hancock Jaffe has caused this Amendment to be executed in its name and on its behalf, and Employee acknowledges understanding
and acceptance of, and agrees to, the terms of this Agreement, all as of the Effective Date.


 


	HANCOCK
    JAFFE LABORATORIES, INC.	 	WILLIAM
    ABBOTT
	 	 	 
	/S/
    YURY ZHIVILO	 	/S/
    WILLIAM ABBOTT
	Yury
    Zhivilo	 	William
    Abbott
	Chairman	 	Interim
    President and Chief Financial Officer


 




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