AMENDMENT
TO WARRANT TO PURCHASE SHARES


 


This
Amendment to Warrant to Purchase Shares (this “Amendment”), dated as of April 6, 2018, is by and between Hancock
Jaffe Laboratories, Inc., a Delaware corporation (the “Company”), and [___________] (the “Holder”),
and amends that certain Warrant to Purchase Shares, issued as of [__________], by the Company to the Holder (the “Warrant”).
Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Warrant.


 


RECITALS


 


WHEREAS,
the Warrant may be modified or amended with the written consent of the Company and the Holder; and


 


WHEREAS,
the Company and the Holder desire to amend the Warrant to remove certain repricing provisions and the ratchet dilution adjustment
provisions that would otherwise create derivative liability for the Company and negatively impact the Company’s shareholder’s
equity, as hereinafter set forth and as subject to the terms and conditions of this Amendment.


 


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 Section 3.4(d). The following provision from Section 3.4(d) of the Warrant is hereby deleted:


 


“provided,
however, the Holder at its option may elect to receive an amount in unregistered shares of the common stock of the surviving
entity equal to the value of this Warrant calculated in accordance with the Black-Scholes formula; provided, further,
such shares of common stock shall be valued at a [thirty-five (35%) percent] discount to the VWAP of the common stock for the
twenty (20) Business Days immediately prior to the Recap Event”.


 


New
Section 3.4(d) of the Warrant shall now read as follows:


 


“(d)
effect a capital reorganization or reclassification of its Common Stock, then, and in the case of each such Recap Event, proper
provision shall be made to the ExercisePrice and the number of shares of Common Stock that may be purchased upon conversion of
this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder shall be entitled upon
the conversion hereof at any time after the consummation of such Recap Event, to the extent this Warrant is not converted prior
to such Recap Event, to receive at the ExercisePrice in effect at the time immediately prior to the consummation of such Recap
Event, in lieu of the Common Stock issuable upon such conversion of this Warrant prior to such Recap Event, the securities, cash
and property to which such Holder would have been entitled upon the consummation of such Recap Event if such Holder had exercised
the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration
it will receive upon a Recap Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible
to the adjustments provided for elsewhere in this Section 3”.


 


2.
Section 3.5 of the Warrant entitled “Adjustment for Sale of Shares Below Exercise Price” is deleted in its
entirety.


 


3. Remainder
of Warrant Unchanged. Except as herein amended, all remaining provisions of the Warrant shall remain in full force and
effect.


 


4. 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 Warrant To Purchase Shares 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


 


	 	HOLDER:
	 	 
	 	[_________________________]


 


	 	By:	 
	 	Name:
    	 
	 	Title:
    	 


 


[Signature
Page to Amendment to Warrant]