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.


 


AMENDED
AND RESTATED COMMON STOCK PURCHASE WARRANT 


Hancock
Jaffe Laboratories, Inc.


 





Original
Issue Date: January __, 2018


Amended
and Restated: February __, 2018


 


THIS
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 as of January 5, 2018, by and among Hancock Jaffe Laboratories,
Inc., a Delaware corporation (the “Company”) and the Holders signatory thereto, as amended, modified or supplemented
from time to time in accordance with its terms (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 (5th) anniversary of the Original Issue Date (the “Termination Date”) but not thereafter,
to subscribe for and purchase from the Company, subject to adjustment as set forth in Section 2.2(a)(iii) of the Purchase Agreement,
up to a number of shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”)
equal to seventy-five percent (75%) 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 Amended
and Restated Convertible Notes, dated February __, 2018, issued by the Company to the purchasers pursuant to the Purchase Agreement
(as they may be amended, amended and restated or otherwise modified from time to time, the “Notes”).


 




    	B-1



    	 



    

 


Section
2. Exercise.


 


a)
Exercise of Warrant. The exercise of 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 (the “Notice of Exercise”)
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 (as defined below) of the Warrant Shares 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 Common Stock 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 share of Common Stock under this Warrant shall be the lesser of (i) $14.40 or (ii)
120% of the applicable 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.


 




    	B-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 shares of 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 shares
of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of
Common Stock 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.


 




    	B-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 Shares of Common Stock (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, shares of Common Stock) immediately prior to the issuance of such Additional Shares of Common Stock
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 Shares of Common Stock 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, shares of Common Stock) immediately after the issuance of such Additional Shares of Common Stock.


 




    	B-4



    	 



    

 


ii.
“Additional Shares of Common Stock” means all shares of 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) shares of 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) shares of Common Stock issued in the IPO.


 


c)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of
a share of Common Stock, 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 shares of 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 Common Stock rights or warrants to subscribe for or purchase any shares of 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 shares of 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 ten (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 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 shares of 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.


 




    	B-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.


 


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.


 




    	B-6



    	 



    

 


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. 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). 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 organizational documents 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.


 




    	B-7



    	 



    

 


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.


 




    	B-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 share of Common Stock or as a member 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 original Common Stock Purchase Warrant issued to Holder on January __, 2018,
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.


 




    	B-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 the IPO, 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 shares of 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 shares of 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 [_____] shares of 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.