HANCOCK
JAFFE LABORATORIES, INC.


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (“Agreement”), dated as of March 30, 2018 (the “Effective Date”), is
made by and between Hancock Jaffe Laboratories, Inc. (“Hancock Jaffe”) and Robert A. Berman (“Executive,”
and together with Hancock Jaffe, the “Parties”).


 


WHEREAS,
Hancock Jaffe desires to employ Executive, and Executive desires to be so employed, pursuant to the terms of this 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.
POSITION AND DUTIES.


 


(a)
Hancock Jaffe shall employ Executive as its Chief Executive Officer. Executive shall be responsible for such activities as are
usual and customary for a chief executive officer of similar companies. Executive shall perform such other duties as may be reasonably
assigned to Executive by the Board of Directors of Hancock Jaffe (the “Board”) from time to time.


 


(b)
Executive shall report directly to the Board.


 


(c)
Executive shall devote all of Executive’s business time, energy, judgment, knowledge and skill and Executive’s best
efforts to the performance of Executive’s duties with Hancock Jaffe, provided that the foregoing shall not prevent
Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs (ii) managing
Executive’s passive personal investments, and (iii) serving on other boards of directors, committees, or in an advisory
capacity, so long as such activities set forth in (i), (ii), or (iii) do not interfere or conflict with Executive’s duties
hereunder or create a potential business or fiduciary conflict.


 


2.
AT-WILL EMPLOYMENT. Executive’s employment with Hancock Jaffe is “at will,” and, may be terminated at any
time, with or without cause and with or without notice, for any reason, by either Employee or Hancock Jaffe. No individual, other
than the Board, has the legal authority or ability to alter the “at-will” nature of the employment relationship and,
by signing this Agreement, Employee is confirming that there are no oral, collateral, or other written statements by any employee
or representative of Hancock Jaffe to the contrary. The Board can alter the “at-will” nature of the Executive’s
employment relationship with Hancock Jaffe only in a written agreement signed both by the Board and Employee.


 


3.
BASE SALARY. Hancock Jaffe shall pay Executive a base salary (“Base Salary”) at an annual rate of Four
Hundred Thousand Dollars ($400,000), 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 Compensation Committee (the “Committee”)
of the Board. In no event shall the Base Salary be reduced from the preceding year without the consent of Executive.


 


4.
ANNUAL BONUS. Executive shall be eligible to receive a discretionary annual incentive bonus (the “Annual Bonus”)
of up to fifty percent (50%) of the Base Salary. The amount of any Annual Bonus shall be determined by the Committee in its sole
discretion. Any Annual Bonus shall be paid within two and one-half months after the end of the year in which such Annual Bonus
becomes earned, provided that no Annual Bonus shall be considered earned until the Committee makes all necessary determinations
with respect to the Annual Bonus.


 




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5.
EQUITY INCENTIVE. Subject to approval by the Committee, immediately prior to a firm commitment, underwritten Initial Public
Offering (as defined in the Hancock Jaffe Laboratories, Inc. 2016 Omnibus Incentive Plan (the “Plan”)), Executive
shall be granted a Non-qualified Stock Option (as defined in the Plan) to purchase six and one-half percent (61⁄2%) (on a
fully-diluted basis) of Hancock Jaffe’s total issued and outstanding shares of common stock at the time of the Initial Public
Offering (the “IPO Option”). Once approved by the Committee and issued by Hancock Jaffe, twenty percent (20%)
of the IPO Option shall be exercisable as of the Effective Date, and the remainder of the IPO Option shall become exercisable
in substantially equal monthly installments during the twenty-four (24)-month period following the Effective Date. The IPO Option
shall be granted under and subject to the Plan, and shall include, without limitation, the following terms: (a) immediate exercisability
of the entire IPO Option upon (i) termination of this Agreement by Hancock Jaffe other than for Cause (as defined in Section
7 below) or (ii) a Change in Control (as defined in Section 8(d) below); (b) provided that such period does
not extend beyond the ten (10) year expiration date of the IPO Option, a period of up to five (5) years following the termination
of this Agreement for any reason other than Cause for Executive to exercise any exercisable portion of the IPO Option; and (c)
a means by which the IPO Option may be exercised on a “cashless” basis or its equivalent.


 


6.
EMPLOYEE BENEFITS.


 


(a)
BENEFIT PLANS. Executive shall be entitled to participate in any employee benefit plans that Hancock Jaffe has adopted
or may adopt, maintains or contributes to for the benefit of its employees generally, subject to satisfying the applicable eligibility
requirements, except to the extent such plans are duplicative of the benefits otherwise provided to Executive hereunder. Executive’s
participation shall be subject to the terms of the applicable plan documents and generally applicable Hancock Jaffe policies.
All healthcare and dental benefit premiums for Executive and Executive’s spouse shall be paid by Hancock Jaffe. Notwithstanding
the foregoing, with the exception of the requirement in the preceding sentence to pay healthcare and dental benefit premiums for
Executive and Executive’s spouse, Hancock Jaffe may modify or terminate any employee benefit plan at any time. Hancock Jaffe
reserves the right to modify or cancel benefit plans offered to its employees, consistent with applicable law.


 


(b)
VACATION. Executive shall be entitled to vacation in accordance with Hancock Jaffe’s policy applicable to senior
management employees as in effect from time to time; provided, however, that Executive shall be entitled to no less
than thirty-five (35) days of paid vacation per calendar year, prorated for any partial years of employment. Vacation accrues
to a maximum of 1.5 times the annual accrual (37.5 days). Once the maximum accrual is reached, no further vacation shall accrue
until some is used.


 


(c)
HOLIDAYS AND SICK LEAVE. Executive shall be entitled to holidays in accordance with Hancock Jaffe policy (currently twelve
(12) paid holidays per calendar year). Unused holidays may not be carried forward from one calendar year to any subsequent calendar
year. Sick leave will be provided under Hancock Jaffe’s paid sick leave policy.


 


(d)
PENSION AND PROFIT SHARING PLANS. Executive shall be entitled to participate in any pension or profit sharing plan or other
type of plan adopted by Hancock Jaffe for the benefit of its executives and/or employees generally.


 


(e)
BUSINESS EXPENSES. Upon presentation of reasonable substantiation and documentation as Hancock Jaffe may require from time
to time, Executive shall be promptly reimbursed in accordance with Hancock Jaffe’s expense reimbursement policy, for all
reasonable out-of-pocket business expenses incurred and paid by Executive and in connection with the performance of Executive’s
duties hereunder.


 




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7.
TERMINATION. Executive’s employment under this Agreement is at-will, as set forth in Section 2, supra. However, for
purposes of post-termination obligations set forth under Section 8, infra, the following definitions shall apply:


 


(a)
DISABILITY. “Disability” shall mean Executive is unable to perform each of the essential duties of Executive’s
position by reason of a medically determinable physical or mental impairment that is potentially permanent in character or that
can be expected to last for a continuous period of not less than twelve (12) months, as certified by a physician selected by the
Board and consistent with applicable law.


 


(b)
DEATH. The death of Executive.


 


(c)
CAUSE. “Cause” shall mean Executive’s:


 


(i)
willful failure to perform Executive’s duties to Hancock Jaffe to follow the lawful directives of the Board resulting in
material adverse harm to Hancock Jaffe (other than as a result of death or Disability);


 


(ii)
indictment for, conviction of or pleading of guilty or nolo contendere to, a felony or any crime involving moral turpitude;


 


(iii)
failure to cooperate in any audit or investigation of the business or financial practices of Hancock Jaffe;


 


(iv)
any material act of theft, , embezzlement, fraud, malfeasance, breach of fiduciary duty, misappropriation of Hancock Jaffe’s
property, or failure to comply with obligations regarding Hancock Jaffe’s confidential and/or trade secret information;


 


(v)
Executive’s conduct which is a breach of his fiduciary duty, including, without limitation, failure to disclose a conflict
of interest or self-dealing, or engaging in a conflict of interest or self-dealing without the Board’s written consent;
or


 


(vii)
Executive’s material breach of this Agreement.


 


Before
terminating Executive for Cause pursuant to clauses (i), (ii), (iv) or (vii) of subsection 7(c), Hancock Jaffe shall give Executive
written notice of its intention to terminate his employment for such Cause. Executive shall have thirty (30) days after receiving
such notice in which to cure the conduct at issue. If Executive is unable or unwilling to cure, then Executive’s employment
shall terminate effective as of the end of such 30-day cure period


 


(d)
GOOD REASON. “Good Reason” shall mean the occurrence of any of the following events, without the written
consent of Executive, unless such events are fully corrected in all material respects by Hancock Jaffe within thirty (30) days
following written notification by Executive to Hancock Jaffe of the occurrence of one of the events:


 


(i)
material diminution in Executive’s Base Salary or Annual Bonus opportunity;


 


(ii)
material diminution in Executive’s authority or duties (for sake of clarity, a change in title solely shall not constitute
Good Reason), other than temporarily while physically or mentally incapacitated, as required by applicable law, including but
not limited to termination from the Board;


 




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(iii)
relocation of Executive’s primary work location by more than 25 miles from its then current location; or


 


(iv)
a material breach by Hancock Jaffe of a material term of this Agreement.


 


Executive
shall provide Hancock Jaffe with a written notice detailing the specific circumstances alleged to constitute Good Reason within
thirty (30) days after the first occurrence of such circumstances, and may actually terminate employment within thirty (30) days
following the expiration of Hancock Jaffe’s thirty (30)-day cure period described above. Otherwise, any claim of such circumstances
as Good Reason shall be deemed irrevocably waived by Executive.


 


(e)
WITHOUT CAUSE. Upon thirty (30) days’ written notice by Hancock Jaffe to Executive, an involuntary termination without
Cause by Hancock Jaffe (other than for death or Disability).


 


(f)
VOLUNTARY TERMINATION. Upon thirty (30) days’ written notice by Executive to Hancock Jaffe, Executive’s voluntary
termination of employment without Good Reason.


 


8.
CONSEQUENCES OF TERMINATION.


 


(a)
DEATH/DISABILITY. In the event that Executive’s employment ends on account of Executive’s death or Disability,
Executive or Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due under Sections
8(a)(i) through 8(a)(iv) below to be paid within sixty (60) days following termination of employment, or such earlier
date as may be required by applicable law):


 


(i)
any unpaid Base Salary through the date of termination;


 


(ii)
any Annual Bonus earned but unpaid prior to the date of termination;


 


(iii)
reimbursement for any unreimbursed business expenses incurred through the date of termination;


 


(iv)
any accrued but unused vacation time in accordance with Hancock Jaffe policy, which shall be prorated for any year in which Executive’s
employment with Hancock Jaffe is terminated; and


 


(v)
all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation
arrangement or benefit, equity or fringe benefit plan or program or grant (collectively, Sections 8(a)(i) through 8(a)(v)
hereof shall be hereafter referred to as the “Accrued Benefits”).


 


(b)
TERMINATION FOR CAUSE OR WITHOUT GOOD REASON. If Executive’s employment is terminated (i) by Hancock Jaffe for Cause
or (ii) by Executive without Good Reason, Hancock Jaffe shall immediately pay to Executive the Accrued Benefits (other than the
Annual Bonus described in Section 8(a)(ii) above).


 


(c)
TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If Executive’s employment is terminated by Hancock Jaffe other than
for Cause or Disability or if Executive’s employment is terminated by Executive for Good Reason, Hancock Jaffe shall pay
or provide Executive the following:


 


(i)
the Accrued Benefits; and


 




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(ii)
a lump sum payment equal to (1) six (6) months of Executive’s Base Salary, if such termination occurs before the two (2)-year
anniversary of the Effective Date; (2) twelve (12) months of Executive’s Base Salary, if such termination occurs on or after
the two (2)-year anniversary of the Effective Date; and (3) in lieu of (A) or (B) above, twenty four (24) months of Executive’s
Base Salary if such termination occurs within twenty-four (24) months after a Change in Control (collectively, the “Severance
Amount”).


 


Payments
and benefits provided under this Section 8(c) shall be in lieu of any termination or severance payments or benefits to
which Executive may be eligible under any of the plans, policies or programs of Hancock Jaffe or under the Worker Adjustment Retraining
Notification Act of 1988, as amended, or any similar state statute or regulation. Should Executive die prior to the payment of
the Severance Amount, the Severance Amount shall be paid to the heirs or estate of Executive in accordance with the schedule set
forth herein.


 


(d)
CHANGE IN CONTROL. The term “Change in Control” shall have the meaning ascribed to it in the Plan.


 


(e)
OTHER OBLIGATIONS. Upon any termination of Executive’s employment with Hancock Jaffe, Executive shall automatically
be deemed to have resigned from any and all other positions he then holds as an officer, director or fiduciary of Hancock Jaffe
and any other entity that is part of the same consolidated group as Hancock Jaffe or in which capacity Executive serves at the
direction of or as a result of his position with Hancock Jaffe; and Executive shall, within ten (10) days of such termination,
take all actions as may be necessary under applicable law or requested by Hancock Jaffe to effect any such resignations.


 


(f)
EXCLUSIVE REMEDY. The amounts payable to Executive following termination of employment under this Section 8 shall
be in full and complete satisfaction of Executive’s rights under this Agreement and any other claims that Executive may
have in respect of Executive’s employment with Hancock Jaffe or any of its Affiliates (as defined below), and Executive
acknowledges that such amounts are fair and reasonable, and are Executive’s sole and exclusive remedy, in lieu of all other
remedies at law or in equity, with respect to the termination of Executive’s employment hereunder or any breach of this
Agreement.


 


(g)
NO MITIGATION OR OFFSET. Executive shall not be required to seek or accept other employment or otherwise to mitigate damages
as a condition to the receipt of benefits under this Section 8, and amounts payable under this Section 8 shall not
be offset or reduced by any amounts received by Executive from other sources.


 


(h)
NO WAIVER OF ERISA-RELATED RIGHTS. Nothing in this Agreement shall be construed to be a waiver by Executive of any benefits
accrued for or due to Executive under any employee benefit plan (as such term is defined in the Employee Retirement Income Security
Act of 1974, as amended) maintained by Hancock Jaffe, if any, except that Executive shall not be entitled to any severance benefits
pursuant to any severance plan or program of Hancock Jaffe other than as provided herein.


 




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9.
INDEMNIFICATION AND RELEASE. Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement
upon termination beyond the Accrued Benefits shall only be payable if Executive delivers to Hancock Jaffe and does not revoke
a general release of claims in favor of Hancock Jaffe in a form satisfactory to Hancock Jaffe. Such release must be executed and
delivered (and no longer subject to revocation, if applicable) within thirty (30) days following termination (or such longer period
to the extent required by law). Hancock Jaffe shall enter into an indemnification agreement with Executive which includes indemnification
coverage similar to other senior executives and members of the Board, but in no event less than the maximum indemnification allowed
by Delaware law.


 


10.
RESTRICTIVE COVENANTS.


 


(a)
Confidentiality.


 


(i)
Company Information. At all during employment and thereafter, Executive
shall hold in strictest confidence, and shall not use, except in connection with the performance of Executive’s duties,
and shall not disclose to any person or entity, any Confidential Information of Hancock Jaffe. “Confidential Information”
means any Hancock Jaffe proprietary or confidential information, technical data, trade secrets or know-how, including research,
product plans, products, services, customer lists and customers, markets, software, developments, inventions, processes, formulas,
technology, designs, drawings, engineering, marketing, distribution and sales methods and systems, sales and profit figures, finances
and other business information disclosed to Executive by Hancock Jaffe, either directly or indirectly in writing, orally or by
drawings or inspection of documents or other tangible property. However, Confidential Information does not include any of the
foregoing items which has become publicly known and made generally available through no wrongful act of Executive.


 


(ii)
Executive-Restricted Information. During the Term, Executive shall not improperly
use or disclose any proprietary or confidential information or trade secrets of any person or entity with whom Executive has an
agreement or duty to keep such information or secrets confidential.


 


(iii)
Third Party Information. Executive recognizes that Hancock Jaffe has received
and in the future will receive from third parties their confidential or proprietary information subject to a duty on Hancock Jaffe’s
part to maintain the confidentiality of such information and to use it only for certain limited purposes. At all times during
employment and thereafter, Executive shall hold in strictest confidence, and shall not use, except in connection with the performance
of Executive’s duties, and shall not disclose to any person or entity, such third party confidential or proprietary information,
and shall not use it except as necessary in performing Executive’s duties, consistent with Hancock Jaffe’s agreement
with such third party.


 


(b)
Nonsolicitation of Employees. During employment and for a period of twelve
(12) months thereafter, Executive shall not, acting alone or in conjunction with others, directly or indirectly, other than on
behalf of Hancock Jaffe and its Affiliates, solicit employment for or of employees of Hancock Jaffe or its Affiliates or induce,
solicit or entertain any employee to leave the employ of Hancock Jaffe or its Affiliates.


 


(c)
NONDISPARAGEMENT. Executive shall not make negative comments or otherwise disparage Hancock Jaffe or any person or entity
or business unit controlled by, controlling or under common control with Hancock Jaffe (“Affiliates”) or any
of their officers, directors, managers, employees, consultants, equity holders, agents or products. Hancock Jaffe agrees that
the members of the Board and officers of Hancock Jaffe while employed by Hancock Jaffe or serving as a director of Hancock Jaffe
shall not make negative comments or otherwise disparage Executive in any manner that is likely to be harmful to Executive’s
business or personal reputation. The foregoing shall not be violated by truthful statements (i) in response to legal process,
required governmental testimony or filings or administrative or arbitral proceedings (including depositions in connection with
such proceedings) or (ii) made in the course of Executive discharging his duties for Hancock Jaffe. Nothing in this Agreement,
however, including any obligations under this subsection or subsection 10(e), infra, or restricts Executive from initiating communications
directly with, responding to an inquiry from, or providing testimony before any self-regulatory organization or any other federal
or state regulatory authority, including but not limited to communications with the Securities and Enforcement Commission (SEC).


 




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(d)
COOPERATION. Upon the receipt of reasonable notice from Hancock Jaffe, while employed by Hancock Jaffe and thereafter,
Executive shall respond and provide information with regard to matters in which Executive has knowledge as a result of Executive’s
employment with Hancock Jaffe, and shall provide reasonable assistance to Hancock Jaffe, its Affiliates and their respective representatives
in defense of any claims that may be made against Hancock Jaffe or its Affiliates, and shall assist Hancock Jaffe and its Affiliates
in the prosecution of any claims that may be made by Hancock Jaffe or its Affiliates, to the extent that such claims may relate
to the period of Executive’s employment with Hancock Jaffe (collectively, the “Claims”). Executive shall
promptly inform Hancock Jaffe if Executive becomes aware of any lawsuits involving Claims that may be filed or threatened against
Hancock Jaffe or its Affiliates. Executive also shall promptly inform Hancock Jaffe (to the extent that Executive is legally permitted
to do so) if Executive is asked to assist in any investigation of Hancock Jaffe or its Affiliates (or their actions) or another
party attempts to obtain information or documents from Executive (other than in connection with any litigation or other proceeding
in which Executive is a party-in-opposition) with respect to matters Executive believes in good faith to relate to any investigation
of Hancock Jaffe or its Affiliates, in each case, regardless of whether a lawsuit or other proceeding has then been filed against
Hancock Jaffe or its Affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency
of any litigation or other proceeding involving Claims, Executive shall not communicate with anyone (other than Executive’s
attorneys and tax and/or financial advisors and except to the extent that Executive determines in good faith is necessary in connection
with the performance of Executive’s duties hereunder) with respect to the facts or subject matter of any pending or potential
litigation or regulatory or administrative proceeding involving Hancock Jaffe or any of its Affiliates without getting the prior
written consent of Hancock Jaffe. Upon presentation of appropriate documentation, Hancock Jaffe shall pay or reimburse Executive
for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by Executive in accordance with Hancock Jaffe’s
applicable policies in complying with this Section 10(d), and Executive shall be compensated by Hancock Jaffe at a reasonable
hourly rate for assistance given after the end of the Term.


 


(e)
Ownership of Information, Ideas, Concepts, Improvements, Discoveries and Inventions,
and all Original Works of Authorship.


 


(i)
As between the Parties, all information, ideas, concepts, improvements, discoveries and inventions, whether patentable or not,
which are conceived, made, developed or acquired by Executive or which are disclosed or made known to Executive, individually
or in conjunction with others, during Executive’s employment with Hancock Jaffe and which relate to Hancock Jaffe’s
business, products or services (including all such information relating to corporate opportunities, research, financial and sales
data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of clients or customers
or their requirements, the identity of key contacts within the client or customers’ organizations or within the organization
of acquisition prospects, or marketing and merchandising techniques, prospective names and marks) are and shall be the sole and
exclusive property of Hancock Jaffe. Moreover, all drawings, memoranda, notes, records, files, correspondence, manuals, models,
specifications, computer programs, maps and all other writings or materials of any type embodying any of such information, ideas,
concepts, improvements, discoveries and inventions are and shall be the sole and exclusive property of Hancock Jaffe.


 




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(ii)
In particular, Executive hereby specifically assigns and transfers to Hancock Jaffe all of Executive’s worldwide right,
title and interest in and to all such information, ideas, concepts, improvements, discoveries or inventions, and any United States
or foreign applications for patents, inventor’s certificates or other industrial rights that may be filed thereon, and applications
for registration of such names and marks. During employment and thereafter, Executive shall assist Hancock Jaffe and its nominee
at all times in the protection of such information, ideas, concepts, improvements, discoveries or inventions, both in the United
States and all foreign countries, including the execution of all lawful oaths and all assignment documents requested by Hancock
Jaffe or its nominee in connection with the preparation, prosecution, issuance or enforcement of any applications for United States
or foreign letters patent, and any application for the registration of such names and marks.


 


(iii)
Moreover, if during employment, Executive creates any original work of authorship fixed in any tangible medium of expression which
is the subject matter of copyright (such as reports, videotapes, written presentations, computer programs, drawings, maps, architectural
renditions, models, manuals, brochures or the like) relating to Hancock Jaffe’s business, products or services, whether
such work is created solely by Executive or jointly with others, Hancock Jaffe shall be deemed the author of such work if the
work is prepared by Executive in the scope of Executive’s employment; or, if the work is not prepared by Executive within
the scope of Executive’s employment but is specially ordered by Hancock Jaffe as a contribution to a collective work, as
a part of any written or audiovisual work, as a translation, as a supplementary work, as a compilation or as an instructional
text, then the work shall be considered to be work made for hire and Hancock Jaffe shall be the author of the work. In the event
such work is neither prepared by Executive within the scope of Executive’s employment or is not a work specially ordered
and deemed to be a work made for hire, then Executive shall assign, and by these presents, does assign, to Hancock Jaffe all of
Executive’s worldwide right, title and interest in and to such work and all rights of copyright therein. Both during employment
and thereafter, Executive shall assist Hancock Jaffe and its nominee, at any time, in the protection of Hancock Jaffe’s
worldwide right, title and interest in and to the work and all rights of copyright therein, including the execution of all formal
assignment documents requested by Hancock Jaffe or its nominee and the execution of all lawful oaths and applications for registration
of copyright in the United States and foreign countries; provided, however, that Executive shall be compensated
by Hancock Jaffe at a reasonable hourly rate for assistance given after the end of the Term.


 


(iv)
Notwithstanding the foregoing provisions of this Section 10(e), pursuant to the California Labor Code, Hancock Jaffe hereby
notifies Executive that the provisions of this Section 10(e) shall not apply to any inventions for which no equipment,
supplies, facility or trade secret information of Hancock Jaffe was used and which were developed entirely on Executive’s
own time, unless (A) the invention relates (1) to the business of Hancock Jaffe, or (2) to actual or demonstrably anticipated
research or development of Hancock Jaffe, or (B) the invention results from any work performed by Executive for Hancock Jaffe.
A copy of the applicable provisions of the California Labor Code shall be made available to Executive upon Executive’s request.


 


(v)
The federal Defense of Trade Secrets Act provides for the following immunities: (1) An individual shall not be held criminally
or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence
to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose
of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit
or other proceeding, if such filing is made under seal. (2) An individual who files a lawsuit for retaliation by an employer for
reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret
information in the court proceeding, if the individual (A) files any document containing the trade secret under seal and (B) does
not disclose the trade secret, except pursuant to court order. (f)


 




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(f)
RETURN OF COMPANY PROPERTY. On the date of Executive’s termination of employment with Hancock Jaffe for any reason
(or at any time prior thereto at Hancock Jaffe’s request), Executive shall return all property belonging to Hancock Jaffe
or its Affiliates (including any Hancock Jaffe or Affiliate-provided laptops, computers, cell phones, wireless electronic mail
devices or other equipment, or documents or property belonging to Hancock Jaffe or an Affiliate).


 


11.
EQUITABLE RELIEF AND OTHER REMEDIES. Executive acknowledges that Hancock Jaffe’s remedies at law for a breach or threatened
breach of any of the provisions of Section 10 above would be inadequate and in the event of such a breach or threatened
breach, in addition to any remedies at law, Hancock Jaffe, without posting any bond, shall be entitled to seek to obtain equitable
relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable
remedy that may then be available, without the necessity of showing actual monetary damages or the posting of a bond or other
security.


 


12.
NO ASSIGNMENTS. This Agreement is personal to each of the Parties. Except as provided in this Section 12, neither Party
may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other Party. Hancock
Jaffe may assign this Agreement to any of its Affiliates or to any successor to all or substantially all of the business and/or
assets of Hancock Jaffe, provided that Hancock Jaffe shall require such Affiliate or successor to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that Hancock Jaffe would be required to perform it if
no such succession had taken place. As used in this Agreement, “Hancock Jaffe” shall mean Hancock Jaffe and any Affiliate
or successor to its business and/or assets that assumes and agrees to perform the duties and obligations of Hancock Jaffe under
this Agreement by operation of law or otherwise.


 


13.
NOTICE. Any notice that either Party may be required or permitted to give to the other shall be in writing and may be delivered
personally, by electronic mail or via a postal service, postage prepaid, to such electronic mail or postal address and directed
to such person as Hancock Jaffe may notify Executive from time to time; and to Executive at his electronic mail or postal address
as shown on the records of Hancock Jaffe from time to time, or at such other electronic mail or postal address as Executive, by
notice to Hancock Jaffe, may designate in writing from time to time.


 


14.
SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall
not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the
terms of this Agreement and any form, award, plan or policy of Hancock Jaffe, the terms of this Agreement shall govern and control.


 


15.
SEVERABILITY. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect
under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other
provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced
in such jurisdiction.


 


16.
COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but
all of which together shall constitute one and the same instrument.


 


17.
Applicable Law; Choice of Venue and Consent to Jurisdiction; Service of Process.


 


(a)
All questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations
imposed by this Agreement shall be governed by the internal laws of the State of California applicable to agreements made and
wholly to be performed in such state without regard to conflicts of law provisions of any jurisdiction.


 




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(b)
For purposes of resolving any dispute that arises directly or indirectly from the relationship of the Parties evidenced by this
Agreement, the Parties hereby submit to and consent to the exclusive jurisdiction of the State of California and further agree
that any related litigation shall be conducted solely in the courts of Orange County, California or the federal courts for the
United States for the Central District of California, where this Agreement is made and/or to be performed, and no other courts.


 


(c)
Each Party may be served with process in any manner permitted under State of California law, or by United States registered or
certified mail, return receipt requested.


 


18.
MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge
is agreed to in writing and signed by Executive and such officer or director as may be designated by Hancock Jaffe. No waiver
by either Party at any time of any breach by the other Party of, or compliance with, any condition or provision of this Agreement
to be performed by such other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the Parties
in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between Executive
and Hancock Jaffe or its Affiliates with respect to the subject matter hereof. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof, have been made by either Party that are not expressly set forth
in this Agreement.


 


19.
REPRESENTATIONS. Executive represents and warrants to Hancock Jaffe that (a) Executive has the legal right to enter into this
Agreement and to perform all of the obligations on Executive’s part to be performed hereunder in accordance with its terms,
and (b) Executive is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which,
in either case, could prevent Executive from entering into this Agreement or performing all of Executive’s duties and obligations
hereunder.


 


20.
TAX MATTERS.


 


(a)
WITHHOLDING. Any and all amounts payable under this Agreement or otherwise shall be subject to, and Hancock Jaffe may withhold
from such amounts, any federal, state, local or other taxes as may be required to be withheld pursuant to any applicable law or
regulation.


 


(b)
SECTION 409A COMPLIANCE.


 


(i)
The intent of the Parties is that payments and benefits under this Agreement be exempt from (to the extent possible) Section 409A
(“Section 409A”) of the Internal Revenue Code of 1986 and the regulations and guidance promulgated thereunder,
as amended (collectively, the “Code”) and, accordingly, to the maximum extent permitted, this Agreement shall
be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Section
409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original
intent and economic benefit to the Parties of the applicable provision without violating the provisions of Section 409A. In no
event shall Hancock Jaffe be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A
or damages for failing to comply with Section 409A.


 




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(ii)
A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for
the payment of any amounts or benefits that constitute “nonqualified deferred compensation” under Section 409A upon
or following a termination of employment unless such termination is also a “separation from service” within the meaning
of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination
of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary
in this Agreement, if Executive is deemed on the date of termination to be a “specified employee” under Section 409A,
then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation”
under Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or
provided until the earlier of (A) the expiration of the six (6) month period measured from the date of such “separation
from service” of Executive, and (B) the date of Executive’s death, to the extent required under Section 409A. Upon
the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 20(b)(ii) (whether
they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed
to Executive in a lump sum on the first business day following the six (6)-month period, and any remaining payments and benefits
due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.


 


(iii)
To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation”
for purposes of Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of
the taxable year following the taxable year in which such expenses were incurred by Executive, (B) any right to reimbursement
or in-kind benefits shall not be subject to liquidation or exchange for another benefit and (C) no such reimbursement, expenses
eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for
reimbursement, or in-kind benefits to be provided, in any other taxable year.


 


(iv)
For purposes of Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be
treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a
payment period with reference to a number of days, the actual date of payment within the specified period shall be at the sole
discretion of the Board.


 


(v)
Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that
constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount
unless otherwise permitted by Section 409A.


 


(c)
Modification of Payments. In the event it shall be determined that any payment,
right or distribution by Hancock Jaffe or any other person or entity to or for the benefit of Executive pursuant to the terms
of this Agreement or otherwise, in connection with, or arising out of, Executive’s employment with Hancock Jaffe or a change
in ownership or effective control of Hancock Jaffe or a substantial portion of its assets (a “Payment”) is
a “parachute payment” within the meaning of Code Section 280G on account of the aggregate value of the Payments due
to Executive being equal to or greater than three (3) times the “base amount,” as defined in Code Section 280G (the
“Parachute Threshold”), so that Executive would be subject to the excise tax imposed by Code Section 4999 (the
“Excise Tax”) and the net after-tax benefit that Executive would receive by reducing the Payments to the Parachute
Threshold is greater than the net after-tax benefit Executive would receive if the full amount of the Payments were paid to Executive,
then the Payments payable to Executive shall be reduced (but not below zero (0)) so that the Payments due to Executive do not
exceed the amount of the Parachute Threshold, reducing first any Payments under Section 8 above.


 




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By
signing this Agreement Below, Executive acknowledges that Executive:


 


	 	(1)	has
    read and understood the entire Agreement;
	 	 	 
	 	(2)	has
    had the opportunity to ask questions and consult counsel or other advisors about its terms; and
	 	 	 
	 	(3)	agrees
    to be bound by it.


 


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


 


	HANCOCK
JAFFE LABORATORIES, INC.	 	EXECUTIVE
	 	 	 
	/s/
    Yury Zhivilo	 	/s/
    Robert A. Berman
	Yury
    Zhivilo	 	Robert
    A. Berman
	Chairman
    of the Board	 	 


 




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