NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF CORPORATE COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF
WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


SECOND
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT 


HANCOCK
JAFFE LABORATORIES, INC


 


Original
Issue Date: June 15, 2017


Amended
and Restated: December 29, 2017


Amended
and Restated: February __, 2018


 


THIS
SECOND AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received
[  ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and
the conditions hereinafter set forth and in the Securities Purchase Agreement, dated June 15, 2017, by and among Hancock Jaffe
Laboratories, Inc., a Delaware corporation (the “Company”) and the investors party thereto (as it may be amended,
amended and restated or otherwise modified from time to time, the “Purchase Agreement”), at any time on or
after the Original Issue Date and on or prior to the close of business on the fifth anniversary of the Original Issue Date (the
“Termination Date”) but not thereafter, to subscribe for and purchase from the Company, up to a number of shares
of the Company’s common stock, par value $0.00001 per share, (the “Common Stock”) equal to one hundred
percent (100%) of the number of shares of Common Stock issued upon conversion of the Holder’s Note at the applicable Conversion
Price under the Note (as subject to adjustment hereunder, the “Warrant Shares”).


 


Section
1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the
Second Amended and Restated Convertible Notes, dated February __, 2018, issued by the Company to the Holder pursuant to the
Purchase Agreement (as they may be amended, amended and restated or otherwise modified from time to time, the
“Notes”).


 




    	 	1	 



     


    

 


Section
2. Exercise.


 


a) Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or
times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other
office or agency of the Company as the Company may designate by notice in writing to the registered Holder at the address of
the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise form annexed hereto and
within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company, the Company shall have
received payment of the aggregate Exercise Price of the Common Stock thereby purchased by wire transfer to an account
designated by the Company or cashier’s check drawn on a United States bank or, if available, pursuant to the cashless
exercise procedure specified in Section 2(c) below. If the amount of payment received by the Company is less than the
aggregate Exercise Price of the Warrant Shares being purchased, the Holder shall make payment of the deficiency within three
(3) Trading Days following notice thereof. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available
hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company
for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial
exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall
automatically reduce the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable
number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares
purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within two
(2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and
agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares
hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated
on the face hereof.


 


b) Exercise
Price. The exercise price per Warrant Share under this Warrant shall be the lesser of (a) $14.40 or (b) 120% of the
Conversion Price (the “Exercise Price”).


 


c) Cashless
Exercise. In connection with a Cashless Exercise, this Warrant shall represent the right to subscribe for and acquire
the number of Warrant Shares equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exercise (the
“Total Number”) less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the
product of the Total Number and the applicable existing Exercise Price by (B) the Fair Market Value. “Fair Market
Value” shall mean: (1) if the Warrant Shares are listed on the NYSE American, the Nasdaq Capital Market, the Nasdaq
Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTC Bulletin Board or the Pink OTC Markets
(or any successors to any of the foregoing), the last reported sale price of the Warrant Shares on such exchange on the date
for which the determination is being made; or (2) if the Warrant Shares are not so listed, “Fair Market
Value” shall be determined in good faith by the Board of Directors of the Company.


 




    	 	2	 



     


    

 


d) Mechanics
of Exercise.


 


i. Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the
transfer agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The
Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is
then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the
Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and
otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder
or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address
specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) the earlier of (A) three (3) Trading
Days after the delivery to the Company of the Notice of Exercise and (B) one (1) Trading Day after delivery of the aggregate
Exercise Price and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the
Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall
be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have
become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised in accordance with
the requirements of the preceding sentence and with payment to the Company of the Exercise Price (or by cashless exercise, if
permitted) and all taxes required to be paid by the Holder, if any, prior to the issuance of such shares of Common Stock,
having been paid. As used herein, “Standard Settlement Period” means the standard settlement period,
expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in
effect on the date of delivery of the Notice of Exercise.


 


ii. Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a
Holder and upon surrender of this Warrant, at the time of delivery of the certificate or certificates representing Warrant
Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares
called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.


 


iii. Rescission
Rights. If the Company fails to cause the transfer agent to transmit to the Holder a certificate or the certificates
representing the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the
right to rescind such exercise.


 


iv. Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the
Holder, if the Company fails to cause the transfer agent to transmit to the Holder a certificate or the certificates
representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date
the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage
firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares
which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in
cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions,
if any) for the Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares
that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which
the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate
the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case
such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been
issued had the Company timely complied with its exercise and delivery obligations hereunder subject to payment of the
Exercise Price therefor. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover
a Buy-In with respect to an attempted exercise of Warrant Shares with an aggregate sale price giving rise to such purchase
obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder
$1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the
Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver
certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms
hereof.


 




    	 	3	 



     


    

 


v. No
Fractional Shares. No fractional shares of Common Stock shall be issued upon the exercise of this Warrant. As to any
fraction of a share of Common Stock which the Holder would otherwise be entitled to purchase upon such exercise, the Company
shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round to the nearest whole share of Common Stock.


 


Section
3. Certain Adjustments.


 


a) Issuance
of Additional Shares of Common Stock.


 


i.
Until the Company consummates its IPO, in the event the Company shall issue any Additional Common Shares (as defined below),
at a price per share less than the Exercise Price then in effect or without consideration, then the Exercise Price upon each
such issuance shall be adjusted to that price determined by multiplying the Exercise Price then in effect by a
fraction:


 


(A)
the numerator of which shall be equal to the sum of (x) the number of outstanding shares of Common Stock (assuming full
exercise, conversion or exchange of all warrants and other securities which are convertible into or exercisable or
exchangeable for, and any right to subscribe for, Common Stock) immediately prior to the issuance of such Additional Common
Shares plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration
for the total number of such Additional Common Shares so issued would purchase at a price per share equal to the Exercise
Price then in effect, and


 


(B)
the denominator of which shall be equal to the number of outstanding shares of Common Stock (assuming full exercise,
conversion or exchange of all warrants and other securities which are convertible into or exercisable or exchangeable for,
and any right to subscribe for, Common Stock) immediately after the issuance of such Additional Common Shares.


 




    	 	4	 



     


    

 


ii.
“Additional Common Shares” means all Common Stock issued by the Company after the date hereof, except: (i)
securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (ii) securities issued
pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date
of the Purchase Agreement or issued pursuant to the Purchase Agreement (so long as the conversion or exercise price in such
securities are not amended to lower such price and/or adversely affect the Holders), (iii) the Warrant Shares, (iv)
securities issued in connection with bona fide strategic license agreements or other partnering arrangements so long as such
issuances are not for the purpose of raising capital, (v) Common Stock issued to the Company’s employees, directors or
advisors, (vi) any warrants issued to any placement agent and its designees for the transactions contemplated by the Purchase
Agreement and (vii) Common Stock issued in the IPO.


 


b) Stock
Dividends, Splits, Etc. If the Company subdivides the outstanding shares of the Common Stock by reclassification or
otherwise into a greater number of shares, the number of Warrant Shares purchasable hereunder shall be proportionately
increased and the Exercise Price shall be proportionately decreased. If the outstanding shares of the Common Stock are
combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Exercise Price shall be
proportionately increased and the number of Warrant Shares shall be proportionately decreased. The Exercise Price set forth
above reflects any stock splits effected by the Company after June 15, 2017 and prior to December 31, 2017.


 


c) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may
be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given
date shall be the sum of the number of shares of Common Stock issued and outstanding.


 


d) Notice
to Holder.


 


i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company
shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting
adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such
adjustment.


 


ii. Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend on the Common Stock, (B) the Company shall
declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the
granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any Common Stock of any class or
of any rights, (D) the approval of any members of the Company shall be required in connection with any reclassification of
the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially
all of the assets of the Company, or any compulsory share exchange whereby the Common Stock are converted into other
securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or
winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last
address as it shall appear upon the Warrant Register of the Company, at least 10 calendar days prior to the applicable record
or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the
Common Stock of record to be entitled to such dividend, redemption, rights or warrants are to be determined or (y) the date
on which such reclassification, consolidation, merger, sale, transfer or exchange is expected to become effective or close,
and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their Common
Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or
exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the
validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder
constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company
shall simultaneously publicly disclose such notice. The Holder shall remain entitled to exercise this Warrant during the
period commencing on the date of such notice to the effective date of the event triggering such notice except as may
otherwise be expressly set forth herein.


 




    	 	5	 



     


    

 


e) Voluntary
Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise
Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


Section
4. Transfer of Warrant.


 


a) Transferability.
Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof, this Warrant
and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon
surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment
of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such transfer, but only after such transferee agrees to be
bound by the provisions of this Agreement. Upon such surrender and, if required, such payment, the Company shall execute and
deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or
denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the
portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in
accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant
issued.


 


b) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office
of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be
involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the
Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges
shall be dated the Original Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares
issuable pursuant thereto.


 




    	 	6	 



     


    

 


c) Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and
treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


d) Transfer
Restrictions. The Warrant may only be disposed of in compliance with state and federal securities laws and shall not
transferred unless the Warrant is (i) registered pursuant to an effective registration statement under the Securities Act and
under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions
or current public information requirements pursuant to Rule 144 under the Securities Act.


 


e) Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon
any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to
or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable
state securities law, except pursuant to sales registered or exempted under the Securities Act.


 


Section
5. Miscellaneous.


 


a) No
Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a
stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in
Section 3.


 


b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating
to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it
(which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such
Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.


 


c) Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the
next succeeding Business Day.


 


d) Authorized
Common Stock.


 


The
Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common
Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant
Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens
and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).


 




    	 	7	 



     


    

 


Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment.
Without limiting the generality of the foregoing, the Company will (i) take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this
Warrant and (ii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this
Warrant.


 


Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or
in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be
necessary from any public regulatory body having jurisdiction thereof.


 


e) Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be
governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof.


 


f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Holder
does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities
laws.


 


g) Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder or
Company shall operate as a waiver of such right or otherwise prejudice the Holder’s or Company’s rights, powers
or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If either party willfully
and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the other, the
first party shall pay to the other party such amounts as shall be sufficient to cover any costs and expenses including, but
not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the affected party in
collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.


 


h) Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is
delivered via email or facsimile at the email address or facsimile number set forth on the signature pages attached to the
Purchase Agreement at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of
email or facsimile transmission, if such notice or communication is delivered via email or facsimile at the email address or
facsimile number set forth on the signature pages attached to the Purchase Agreement on a day that is not a Trading Day or
later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing,
if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice
is required to be given. The address for such notices and communications shall be as set forth on the signature page attached
to the Purchase Agreement.


 




    	 	8	 



     


    

 


i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to
purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any
liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability
is asserted by the Company or by creditors of the Company.


 


j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees
to waive and not to assert the defense in any action for specific performance that a remedy at law would be
adequate.


 


k) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and
permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to
time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.


 


l) Amendment.
This Warrant may be modified or amended or the provisions hereof waived in accordance with the Purchase Agreement. This
Warrant amends and restates in its entirety the Amended and Restated Common Stock Purchase Warrant issued to Holder on
December 29, 2017 which is hereby superseded in its entirety by the terms hereof.


 


m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.


 


n) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.


 




    	 	9	 



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first
above indicated.


 


	 	HANCOCK JAFFE LABORATORIES, INC.
	 	 	 
	 	By:	 
	 	Name:	William
    Abbott
	 	Title:	Chief
    Financial Officer


 




    	 	 	 



     


    

 


NOTICE
OF EXERCISE


 


TO:
HANCOCK JAFFE LABORATORIES, INC.


 


(1)
The undersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer
taxes, if any.


 


(2)
Payment shall take the form of (check applicable box): [ ] lawful money of the United States; or [ ] if permitted the
cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c),
to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise
procedure set forth in subsection 2(c).


 


(3)
If in connection with any IPO conducted by the Company, please issue a certificate or certificates representing said Warrant
Shares in the name of the undersigned or in such other name as is specified below:


 


________________________________________________


 


The
Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:


 


________________________________________________


 


________________________________________________


 


________________________________________________


 


(4) Accredited
Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the
Securities Act of 1933, as amended, and that the aforesaid Common Stock are being acquired for the account of the undersigned
for investment and not with a view to, or for resale, in connection with the distribution thereof, and that the undersigned
has no present intention of distributing or reselling such Common Stock.


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: _____________________


 


Signature
of Authorized Signatory of Investing Entity: __________________________


 


Name
of Authorized Signatory: __________________________


 


Title
of Authorized Signatory: ______________________


 


Date:
___________________________


 




    	 	 	 



     


    

 


ASSIGNMENT
FORM


 


(To
assign the foregoing warrant, execute


this
form and supply required information.


Do
not use this form to exercise the warrant.)


 


FOR
VALUE RECEIVED, [______] all of or [_____] Common Stock of the foregoing Warrant and all rights evidenced thereby are hereby assigned
to 


__________________________________________________________________________________whose address is


________________________________________________________________________________________.


 





Dated:
__________________, ____________


 





	 	Holder’s Signature:	 	 
	 	Holder’s Address:	 	 
	 	 	 	 




 


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of limited liability companies
and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing
Warrant.