Exhibit
4.17


 


WARRANT
AGREEMENT


 


This
Warrant Agreement (“Warrant Agreement”) is made as of July [__], 2020, by and between Hancock Jaffe Laboratories,
Inc., a Delaware corporation, with offices at 70 Doppler, Irvine, California 92618 (the “Company”), and VStock
Transfer, LLC, with offices at 18 Lafayette Place, Woodmere, New York (the “Warrant Agent”).


 


WHEREAS,
the Company is engaged in its initial public offering (the “Public Offering”) of up to [_______] units (the
“Units”), each composed of a share of common stock, par value $0.00001 per share (the “Common Stock”)
and one-half warrant (the “Warrant”) entitling its holder to purchase one-half share of Common Stock, subject
to adjustment as set forth herein (the “Warrant Shares”) (including the additional Units issuable to the underwriter
if the underwriter’s over-allotment option is exercised);


 


WHEREAS,
the Company has filed, with the Securities and Exchange Commission (the “SEC”), a registration statement on
Form S-1 (Registration No. 333-239658) (as amended, the “Registration Statement”), for the registration, under
the Securities Act of 1933, as amended (the “Act”), of Units, Common Stock, the Warrants and the Warrant Shares;
and


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights and immunities of the Company, the Warrant Agent and the holders of the Warrants;
and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company
and countersigned by or on behalf of the Warrant Agent, as provided herein, the legally valid and binding obligations of the Company,
and to authorize the execution and delivery of this Warrant Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants,
and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions
set forth in this Warrant Agreement.


 


2.
Warrants.


 


2.1
Form of Warrant. Each Warrant shall be: (a) issued in registered form only, (b) in substantially the form of Exhibit
A attached hereto (a “Warrant Certificate”), the provisions of which are incorporated herein, (c) signed
by, or bear the facsimile signature of, the Chairman of the Board of Directors of the Company, the Chief Executive Officer, the
President, the Chief Financial Officer, the Treasurer or Secretary of the Company, and (d) signed by the Warrant Agent. In the
event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which
such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased
to be such at the date of issuance.


 




    	 



     


    

 


2.2
Effect of Countersignature. Unless and until countersigned by the Warrant Agent pursuant to this Warrant Agreement, a Warrant
shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3
Registration.


 


2.3.1
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration
of the original issuance and transfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue
and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company. Except as provided in this Section 2.3.1, upon the initial
issuance of the Warrants, to the extent the Warrants are DTC eligible as of such date, all of the Warrants shall initially be
represented by one or more Warrant Certificates reflecting book-entry of ownership (each a “Book-Entry Warrant Certificate”),
deposited with the Depository Trust Company (the “Depository”) and registered in the name of Cede & Co.,
a nominee of the Depository. Ownership of beneficial interests in the Book-Entry Warrant Certificates shall be shown on, and the
transfer of such ownership shall be effected through, records maintained (i) by the Depository or its nominee for each Book-Entry
Warrant Certificate; (ii) by institutions that have accounts with the Depository (such institution, with respect to a Warrant
in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect
only to owners of beneficial interests that request such direct registration.


 


If
the Warrants are not DTC-eligible at the issuance date or the Depository subsequently ceases to make its book-entry settlement
system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry
settlement within ten (10) Business Days (as defined below) after the Depository ceases to make its book-entry settlement available.
In the event that the Company does not make alternative arrangements for book-entry settlement within ten (10) Business Days,
or the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant
Agent shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant
Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depository definitive Warrant Certificates in
physical form evidencing such Warrants.


 


At
the request of any Holder of Warrants, submitted to the Warrant Agent via the Depositary as the initial Registered Holder as to
Book-Entry Warrants, the Warrant Agent shall deliver to such purchaser definitive Warrant Certificates in physical form, registered
in the name of such purchaser, evidencing the Warrants purchased by such Holder.


 


2.3.2
Registered Holder; Beneficial Owners. Prior to due presentment for registration of transfer of any Warrant, the Company
and the Warrant Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register (“Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the
purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary. The term “beneficial owner” shall mean any person in whose name ownership of a beneficial
interest in the Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records maintained by the Depository
or its nominee or a Participant. Any reference herein to the term Holder or Registered Holder shall include a beneficial owner
who has received definitive Warrant Certificates registered in its name.


 




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2.4
Separate Issuance of Warrants. The Common Stock and the Warrants comprising the Units shall be issued separately and shall
be transferable separately immediately upon issuance. The Common Stock and the Warrants comprising the Units will begin to trade
separately on or promptly after the date that is the effective date of the Registration Statement (the “Detachment Date”).


 


2.5
Uncertificated Warrants. Notwithstanding the foregoing and anything else herein to the contrary, the Warrants may be issued
in uncertificated form.


 


3.
Terms and Exercise of Warrants.


 


3.1
Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject
to the provisions of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock
stated therein, at the price of $[__] per whole share of Common Stock, subject to the adjustments provided in Section 4 hereof
and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Warrant Agreement
refers to the price per whole share at which Common Stock may be purchased at the time such Warrant is exercised. The Company,
in its sole discretion, may lower the Warrant Price at any time prior to the Expiration Date (as defined below); provided, that
any such reduction remains in effect for no less than ten (10) Business Days and shall be identical in percentage terms among
all of the then outstanding Warrants.


 


3.2
Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing
on the date of closing of the Company’s initial public offering of the Warrants and terminating at 5:00 p.m., New York City
time, on July [__], 2027 (“Expiration Date”). Each Warrant not exercised on or before the Expiration Date shall
become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close
of business on the Expiration Date. The Company may extend the duration of the Warrants by delaying the Expiration Date; provided,
however, that the Company will provide notice of not less than twenty (20) days to Registered Holders of such extension and that
such extension shall be identical in duration among all of the then outstanding Warrants.


 


3.3
Exercise of Warrants.


 


3.3.1
Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant
Agent, may be exercised by the Registered Holder thereof by surrendering at the office of the Warrant Agent, or at the office
of its successor as Warrant Agent, at 18 Lafayette Place, Woodmere, NY 11598, (i) the Warrant Certificate evidencing the Warrants
to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”)
shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing
by the Warrant Agent to the Depository from time to time, (ii) the subscription form, as set forth in the Warrant Certificate
(the “Election to Purchase”), properly completed and duly executed by the Registered Holder on the reverse
of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance
with the Depository’s procedures, and (iii), payment in full, in lawful money of the United States, in cash, by wire of
same day funds or by certified or bank cashier’s check payable to the order of the Company, the Warrant Price for such number
of Warrant Shares totaling whole shares of Common Stock as to which the Warrant is exercised and any and all applicable taxes
due in connection with the exercise of the Warrant, the exchange of the Warrant for the Warrant Shares, and the issuance of the
Warrant Shares. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted
exercise of Warrants.


 




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3.3.2
Fractional Shares. Notwithstanding any provision to the contrary contained in this Warrant Agreement, the Company shall
not be required to issue any fractional shares of Common Stock in connection with the exercise of Warrants for Warrant Shares,
and in any case where the Registered Holder would be entitled under the terms of the Warrants to receive a fractional share of
Common Stock as a Warrant Share upon the exercise of such Registered Holder’s Warrants, issue or cause to be issued only
the largest whole number of aggregate Warrant Shares issuable on such exercise (and such remaining fractional shares will be disregarded);
provided, that if more than one Warrant Certificate is presented for exercise at the same time by the same Registered Holder,
the number of Warrant Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate
number of Warrant Shares issuable on exercise of all such Warrants.


 


3.3.3
Issuance of Certificates. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price, the Warrant Agent shall advise the Company and its transfer agent regarding (i) the number of Warrant Shares
issuable upon such exercise in accordance with the terms and conditions of this Warrant Agreement, (ii) the instructions of each
Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates,
as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (iii) in case of a Book-Entry Warrant
Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant
Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and
(iv) such other information as the Company or such transfer agent and registrar shall reasonably require. Promptly thereafter
and no later than three (3) Business Days later, the Company shall instruct its transfer agent to issue to the Registered Holder
of such Warrant a certificate or certificates representing the number of full shares of Common Stock to which he, she or it is
entitled, registered in such name or names as may be directed by him, her or it, provided, in lieu of delivering physical certificates
representing the Warrant Shares issuable upon exercise, and provided the Company’s transfer agent is participating in the
Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable efforts to cause
its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Registered Holder by crediting
the account of the Participant of record with the Depository or through its Deposit Withdrawal Agent Commission system. If such
Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant Certificate for the number of shares
as to which such Warrant shall not have been exercised or surrendered, or, in case of a Book-Entry Warrant Certificate, a notation
shall be made to the records maintained by the Depository or nominee for each Book-Entry Warrant Certificate, as appropriate,
evidencing the balance, if any, of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall
not be obligated to deliver any securities pursuant to the exercise of a Warrant unless (a) a registration statement under the
Act with respect to the Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to
the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant
or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of
the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states
or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any
Registered Holder in any state in which such exercise or issuance would be unlawful. In the event a registration statement under
the Act with respect to the Common Stock underlying the Warrants is not effective or a prospectus is not available, or because
such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled
to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated
to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.


 




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3.3.4
Valid Issuance. The validity of any exercise of Warrants will be determined by the Company in its reasonable discretion.
The Warrant Agent shall notify a holder of any purported invalidity of any exercise of Warrants. All shares of Common Stock issued
upon the proper exercise or surrender of a Warrant in conformity with this Warrant Agreement shall be validly issued, fully paid
and nonassessable.


 


3.3.5
Date of Issuance. Each person or entity in whose name any such certificate for shares of Common Stock is issued shall,
for all purposes, be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered
and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date
of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to
have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are
open (the “Exercise Date”). If any of (i) the Warrant Certificate or the Book-Entry Warrants, (ii) the Election
to Purchase, or (iii) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified
Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date,
subject to clearance of the funds. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed
to be received and exercised on the next succeeding day that is a Business Day, subject to clearance of the funds. If the Warrants
are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered
to the Warrant Agent will be returned to the Registered Holder as soon as practicable.


 


4.
Adjustments.


 


4.1
Stock Dividends, Split-Ups. If, after the date hereof, and subject to the provisions of Section 4.6 below, the number
of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of
shares of Common Stock, or other similar event, then, on the effective date of such stock dividend, split-up or similar event,
the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in
outstanding shares of Common Stock.


 


4.2
Extraordinary Dividend. If the Company, at any time during the Exercise Period, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of Common Stock (or other shares of the Company’s capital stock into
which the Warrants are exercisable), other than (i) as described in Sections 4.1, 4.3 or 4.5, (ii) regular quarterly
or other periodic dividends, (iii) in connection with the conversion rights of the holders of Common Stock upon consummation of
a business combination, or (iv) in connection with the Company’s liquidation and the distribution of its assets (any such
non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be
decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair
market value (as determined by the Company’s Board of Directors, in good faith) of any securities or other assets paid on
each share of Common Stock in respect of such Extraordinary Dividend.


 


4.3
Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 4.7, the number of outstanding
shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common
Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to
such decrease in outstanding shares of Common Stock.


 




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4.4
Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants
is adjusted, as provided in Sections 4.1 and 4.3 above, the Warrant Price shall be adjusted (to the nearest cent)
by multiplying such Warrant Price, immediately prior to such adjustment, by a fraction, (i) the numerator of which shall be the
number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (ii)
the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.


 


4.5
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
shares of Common Stock (other than a change covered by Sections 4.1 or 4.3 hereof or one that solely affects the
par value of such shares of Common Stock), or, in the case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result
in any reclassification or reorganization of the outstanding shares of Common Stock), or, in the case of any sale or conveyance
to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety,
in connection with which the Company is dissolved, the Registered Holders shall thereafter have the right to purchase and receive,
upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company
immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of
shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or transfer, that the Registered Holder would have received if
such Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also
results in a change in shares of Common Stock covered by Sections 4.1 or 4.3, then such adjustment shall be made
pursuant to Sections 4.1, 4.3, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall
similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


 


4.6 Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon
exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the
Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at
such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4 the
Company shall give written notice to each Registered Holder, at the last address set forth for such Registered Holder in the
Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such event.


 


4.7
Form of Warrant. The form of Warrant Certificate need not be changed because of any adjustment pursuant to this Section
4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the
Warrants initially issued pursuant to this Warrant Agreement. However, the Company may, at any time, in its sole discretion, make
any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any
Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be
in the form as so changed.


 


4.8
Notice of Certain Transactions. In the event that the Company shall (i) offer to holders of all its Common Stock rights
to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any
other securities, rights or options, (ii) issue any rights, options or warrants entitling all the holders of Common Stock to subscribe
for shares of Common Stock, or (iii) make a tender offer, redemption offer or exchange offer with respect to the Common Stock,
the Company shall send to the Registered Holders a notice of such action or offer. Such notice shall be mailed to the Registered
Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such
dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by
the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common
Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common
Stock and other property, if any, issuable upon exercise of each Warrant and the Warrant Price after giving effect to any adjustment
pursuant to this Section 4 which would be required as a result of such action. Such notice shall be given as promptly as
practicable after the Company has taken any such action.


 



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5.
Transfer and Exchange of Warrants.


 


5.1
Transfer of Warrants. The Warrants may be transferred or exchanged separately from shares of Common Stock.


 


5.2
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant
into the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed
and accompanied by appropriate instructions for transfer, or properly noticed by the Depositary as contemplated by Section
5.3. Upon any such transfer, a new Warrant, including Book-Entry Warrants, as applicable, representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall
be delivered by the Warrant Agent to the Company from time to time upon the Company’s request.


 


5.3
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer, and, thereupon, the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested
by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however,
that, in the event a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant
and shall issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating
that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Notwithstanding anything
else in this Section 5.3, if a Book-Entry Warrant, the holder or Participant shall notify the Depositary in accordance with the
Depository’s procedures of a requested transfer and the Depositary shall provide notice to an account of the Warrant Agent
at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, of a transfer
to be recorded in the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant,
as appropriate, evidencing the balance, if any, of the Warrants remaining after such transfer and the new name in which the transferred
Book Entry Warrants are to be held.


 


5.4
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will
result in the issuance of a Warrant Certificate for a fraction of a Warrant.


 


5.5
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Warrant Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5,
including applying the Company’s signature thereto.


 




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6.
Other Provisions Relating to Rights of Registered Holders of Warrants.


 


6.1
No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive
rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of
directors of the Company or any other matter.


 


6.2
Lost, Stolen Mutilated or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company and the
Warrant Agent may, on such terms as to indemnity or otherwise as they may in their discretion impose (which terms shall in all
cases include posting of a lost security bond by or on behalf of the Registered Holder, and in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen, mutilated
or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.


 


6.3
Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this
Warrant Agreement.


 


6.4
Registration of Common Stock. The Company agrees to use its commercially reasonable efforts to maintain the effectiveness
of the Registration Statement until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement;
provided, however, that the Company shall not be obligated to deliver Common Stock and shall not have penalties for failure to
deliver Common Stock if a registration statement is not effective or a current prospectus is not on file with the SEC at the time
of exercise by the Registered Holder. In addition, to the extent not completed at the time of the initial issuance of the Warrants,
the Company agrees to use its reasonable efforts to register such securities under the blue sky laws of the states of residence
of the exercising Registered Holders to the extent an exemption under the Act is not available for the exercise of the Warrants.
In no event will the Registered Holder of a Warrant be entitled to receive a net-cash settlement or shares of Common Stock or
other consideration as of result of the Company’s non-compliance with this Section 6.4. The provisions of this Section
6.4 may not be modified, amended or deleted without the prior written consent of Network 1 Financial Securities, Inc., the
sole underwriter (the “Underwriter”).


 


7.
Concerning the Warrant Agent and Other Matters.


 


7.1
Payment of Taxes. The Company will, from time to time, promptly pay all taxes and charges that may be imposed upon the
Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but
the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


7.2
Resignation, Consolidation, or Merger of Warrant Agent.


 




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7.2.1
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the
Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall
appoint, in writing, a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent
or by the Registered Holder of the Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the
Company), then the Registered Holder of any Warrant may apply to the Supreme Court of the State of New York for the County of
New York for the appointment of a successor Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by
such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having
its principal office at 18 Lafayette Place, Woodmere, NY 11598 in the State of New York, and be authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by federal or state authorities. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed;
but, if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense
of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and, upon request of any successor Warrant Agent, the Company shall make, execute, acknowledge, and deliver
any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all
such authority, powers, rights, immunities, duties and obligations.


 


7.2.2
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any
such appointment.


 


7.2.3
Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may
be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall
be the successor Warrant Agent under this Warrant Agreement without any further act on the part of the Company or the Warrant
Agent.


 


7.2.4
Confidentiality. The Warrant Agent and the Company agree that all books, records, information and data pertaining to the
business of the other party, including inter alia, personal, non-public Holder information, which are exchanged or received pursuant
to the negotiation or the carrying out of this Warrant Agreement shall remain confidential, and shall not be voluntarily disclosed
to any other person, except as may be required by law, including, without limitation, pursuant to subpoenas from state or federal
government authorities.


 


7.3
Fees and Expenses of Warrant Agent.


 


7.3.1
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as Warrant Agent hereunder
as set forth on Exhibit B hereto and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties hereunder.


 


7.3.2
Further Assurances. The Company agrees to perform, execute, acknowledge and deliver, or cause to be performed, executed,
acknowledged and delivered, all such further and other acts, instruments and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this Warrant Agreement.


 


7.4
Liability of Warrant Agent.


 




    	9



     


    

 


7.4.1
Reliance on Company Statement. Whenever, in the performance of its duties under this Warrant Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer
or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for
any action taken or suffered in good faith by it pursuant to the provisions of this Warrant Agreement.


 


7.4.2
Indemnity. The Warrant Agent shall be liable hereunder only for its own negligence, willful misconduct or bad faith. The
Company agrees to indemnify the Warrant Agent and hold it harmless against any and all liabilities, including judgments, costs
and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Warrant Agreement, except
as a result of the Warrant Agent’s negligence, willful misconduct or bad faith.


 


7.4.3
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with
respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant; nor shall it be responsible
to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method or amount
of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it, by
any act hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common
Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock will when issued
be valid and fully paid and nonassessable.


 


7.4.4
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Warrant Agreement and agrees to perform
the same upon the terms and conditions herein set forth and, among other things, shall account promptly to the Company with respect
to Warrants exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase
of shares of the Company’s Common Stock through the exercise of Warrants.


 


8.
Miscellaneous Provisions.


 


8.1
Successors. All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company or the Warrant
Agent shall bind and inure to the benefit of their respective successors and assigns.


 


8.2
Notices. Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent
or by the Registered Holder of any Warrant to or on the Company shall be delivered by hand or sent by registered or certified
mail or overnight courier service, addressed (until another address is filed in writing by the Company with the Warrant Agent)
as follows:


 


Hancock
Jaffe Laboratories, Inc.


70
Doppler


Irvine,
California 92618


Attention:
Chief Executive Officer


 


Any
notice, statement or demand authorized by this Warrant Agreement to be given or made by the Registered Holder of any Warrant or
by the Company to or on the Warrant Agent shall be delivered by hand or sent by registered or certified mail or overnight courier
service, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:


 




    	10



     


    

 


VStock
Transfer, LLC


18
Lafayette Place


Woodmere,
New York 11598


Attention:
Shay Galam


 


Any
notice, sent pursuant to this Warrant Agreement shall be effective, if delivered by hand, upon receipt thereof by the party to
whom it is addressed, if sent by overnight courier, on the next Business Day of the delivery to the courier, and if sent by registered
or certified mail on the third day after registration or certification thereof


 


8.3
Applicable Law. The validity, interpretation, and performance of this Warrant Agreement and of the Warrants shall be governed
in all respects by the laws of the State of Delaware, without giving effect to conflict of laws. The Company and the Warrant Agent
hereby agree that any action, proceeding or claim against either of them arising out of or relating in any way to this Warrant
Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern
District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company and the
Warrant Agent hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Any such process or summons to be served upon the Company or the Warrant Agent may be served by transmitting a copy thereof by
registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8.2
hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party receiving such service in
any action, proceeding or claim.


 


8.4
Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be
implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation
other than the parties hereto and the Registered Holders of the Warrants and, for the purposes of Sections 6.4, 8.2 and
8.8 hereof, the Underwriter, any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof. The Underwriter shall be deemed to be a third-party beneficiary of this
Warrant Agreement with respect to Sections 6.4, 8.2 and 8.8 hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto
(and the Underwriter with respect to the Sections


6.4,
8.2 and 8.8 hereof) and its successors and assigns and of the Registered Holders of the Warrants.


 


8.5
Examination of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the
office of the Warrant Agent at 18 Lafayette Place, Woodmere, NY 11598, for inspection by the Registered Holder of any Warrant.
The Warrant Agent may require any such Registered Holder to submit his, her or its Warrant for inspection.


 


8.6
Counterparts- Facsimile Signatures. This Warrant Agreement may be executed in any number of counterparts, and each of such
counterparts shall, for all purposes, be deemed to be an original, and all such counterparts shall together constitute one and
the same instrument. Facsimile signatures shall constitute original signatures for all purposes of this Warrant Agreement.


 


8.7
Effect of Headings. The section headings herein are for convenience only and are not part of this Warrant Agreement and
shall not affect the interpretation thereof


 




    	11



     


    

 


8.8
Amendments. This Warrant Agreement and any Warrant certificate may be amended by the parties hereto by executing a supplemental
warrant agreement (a “Supplemental Agreement”), without the consent of any of the Warrant Holders, for the
purpose of (i) curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein, or making
any other provisions with respect to matters or questions arising under this Warrant Agreement that is not inconsistent with the
provisions of this Warrant Agreement or the Warrant certificates, (ii) evidencing the succession of another corporation to the
Company and the assumption by any such successor of the covenants of the Company contained in this Warrant Agreement and the Warrants,
(iii) evidencing and providing for the acceptance of appointment by a successor Warrant Agent with respect to the Warrants, (iv)
adding to the covenants of the Company for the benefit of the Registered Holders or surrendering any right or power conferred
upon the Company under this Warrant Agreement, or (viii) amending this Warrant Agreement and the Warrants in any manner that the
Company may deem to be necessary or desirable and that will not adversely affect the interests of the Registered Holders in any
material respect. All other modifications or amendments, including any amendment to increase the Warrant Price or shorten the
Exercise Period, shall require the written consent of the Underwriter and the Registered Holders of a majority of the then outstanding
Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period
in accordance with Sections


3.1
and 3.2, respectively, without such consent.


 


8.9
Severability. This Warrant Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Warrant Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be
valid and enforceable.


 


8.10
Business Day. For purposes of this Warrant Agreement, a “Business Day” is any day other than a Saturday,
Sunday or a day that The Nasdaq Stock Market LLC is closed for trading.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	12



     


    

 


IN
WITNESS WHEREOF, this Warrant Agreement has been duly executed by the patties hereto as of the day and year first above written.


 


	 	Hancock
    Jaffe Laboratories, Inc.
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	VStock
Transfer, LLC
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	                   





 




    	13



     


    

 


EXHIBIT
A


 


Form
of Warrant Certificate


 




    	14



     


    

 


SPECIMEN
WARRANT CERTIFICATE


 


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, 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. THIS SECURITY AND
THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
SECURED BY SUCH SECURITIES.


 


COMMON
STOCK PURCHASE WARRANT


HANCOCK
JAFFE LABORATORIES, INC.


 


	Warrant
    Shares: _______	Initial
    Exercise Date: _______ , ___2020
	CUSIP:

        ISIN:
	 


 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. or its assigns
(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the Authorized Share Increase Date (the “Initial Exercise Date”) and on
or prior to 5:00 p.m. (New York City time) on ______ ___, 202_ (the “Termination Date”) but not thereafter,
to subscribe for and purchase from Hancock Jaffe Laboratories, Inc., a Delaware corporation (the “Company”),
up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase
price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant
shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or
its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s
right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case
this sentence shall not apply.


 


Section
1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated
in this Section 1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Amendment”
means the amendment to the Company’s articles of incorporation that either effects a reverse stock split or increases the
number of authorized shares of Common Stock such that all of the Warrants may be exercised in full by the holders of the Warrants.


 


“Authorized
Share Increase Date” means, subject to Authorized Share Approval, the date on which the Amendment is filed and accepted
with the State of Delaware.


 


“Authorized
Share Approval” means approval of the Amendment by the stockholders of the Company.


 




    	15



     


    

 


“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common
Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading
Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX
as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common
Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value
of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest
of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the
Company.


 


“Board
of Directors” means the board of directors of the Company.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.00001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company
formed or acquired after the date hereof.


 


“Trading
Day” means a day on which the Common Stock is traded on a Trading Market.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market
or the New York Stock Exchange (or any successors to any of the foregoing).


 


“Transfer
Agent” means VStock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette
Place, Woodmere, New York 11598, and any successor transfer agent of the Company.


 




    	16



     


    




 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading
Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX
as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common
Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value
of a share of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest
of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the
Company.


 


“Warrants”
means this Warrant.


 


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 of a duly
executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto
(the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days
comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid,
the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer
or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below
is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. 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 on which 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 have the effect of lowering 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 within one (1) Business Day 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.


 


Notwithstanding
the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing
this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall
effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the
appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such
other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form
pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.


 




    	17



     


    

 





b)
Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $[ ], subject to adjustment hereunder
(the “Exercise Price”).


 


c)
Cashless Exercise. if at the time of exercise hereof there is no effective registration statement registering, or the prospectus
contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may only be exercised,
in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive
a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


	 	(A)	=	as
    applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice
    of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both
    executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours”
    (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii)
    at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice
    of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the
    time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular
    trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after
    the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the
    date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise
    is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such
    Trading Day;
	 	(B)	=	the
    Exercise Price of this Warrant, as adjusted hereunder; and
	 	(X)	=	the
    number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant
    if such exercise were by means of a cash exercise rather than a cashless exercise.


 


If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company
agrees not to take any position contrary to this Section 2(c).


 


Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise
pursuant to this Section 2(c).


 


Notwithstanding
the foregoing, and without limiting the rights of the Holder under Sections 2(d)(i) and 2(d)(iv), in no event will the Company
be required to net cash settle an exercise of this Warrant.


 




    	18



     


    

 





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 earliest of (i) two (2) Trading Days after the delivery to the
Company of the Notice of Exercise and (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company (such
date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed
for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been
exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other
than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading
Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason
to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall
pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise
(based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $5 per Trading Day (increasing to $10
per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant
Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a
transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. 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 certificate, at the time of delivery of the 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 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.


 




    	19



     


    

 


 


iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares 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 the Warrant Shares in accordance with
the provisions of Section 2(d)(i) above 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. 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 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 shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


v.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share 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 up to the next whole share.


 


vi.
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid
by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed
by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the
name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for
any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice
of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions)
required for same-day electronic delivery of the Warrant Shares.


 


vii.
Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.


 




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e)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not
have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect
to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s
Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons,
“Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined
below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its
Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with
respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable
upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates
or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the
Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise
analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.
Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged
and accepted by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section
13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.
To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion
of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall
be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned
by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each
case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder shall be deemed to
represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions
set forth in this paragraph, and the Company shall have no obligation to verify or confirm the accuracy of such determination.
In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d)
of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the
number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected
in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent
public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the
number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading
Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number
of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the
Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number
of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or,
upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder,
upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided
that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions
of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until
the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and
implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or
any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained
or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained
in this paragraph shall apply to a successor holder of this Warrant.


 




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Section
3. Certain Adjustments.


 


a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or
otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities
payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company
upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines
(including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by
reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares,
if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted
such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a)
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company
grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata
to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will
be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could
have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without
regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before
the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase
Rights (provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result
in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase
Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent)
and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto
would not result in the Holder exceeding the Beneficial Ownership Limitation).


 




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c)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend
or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of
capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options
by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall
be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a
record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common
Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that
the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership
of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held
in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding
the Beneficial Ownership Limitation).


 




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d)
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in
one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company
(and all of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer,
conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any,
direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant
to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property
and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share
purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off,
merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than
50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons
making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement
or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant,
the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately
prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section
2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the
Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable
as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding
anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall,
at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental
Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant
from the Holder by paying the same type or form of consideration (and in the same proportion), at the Black Scholes Value (as
defined below) of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the
Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination
thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration
in connection with the Fundamental Transaction; provided, however, if the Fundamental Transaction is not within
the Company’s control, including not approved by the Company’s Board of Directors, Holder shall only be entitled to
receive from the Company or any Successor Entity, as of the date of consummation of such Fundamental Transaction, the same type
or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant,
that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether
that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given
the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction. “Black
Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental
Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period
equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date,
(B) an expected volatility equal to the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a
365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental
Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per
share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction
and (ii) the greater of (x) the last VWAP immediately prior to the public announcement of such Fundamental Transaction and (y)
the last VWAP immediately prior to the consummation of such Fundamental Transaction and (D) a remaining option time equal to the
time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and (E) a
zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within
the later of (i) five Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction.
The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions
of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by
the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver
to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such
Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this
Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an
exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative
value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such
number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant
immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance
to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted
for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.


 




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e)
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 (excluding treasury shares, if any) issued and outstanding.


 


f)
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 deliver to the Holder by facsimile or email 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 (or any other distribution in whatever
form) 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 shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall
be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company (and
all of its Subsidiaries, taken as a whole) 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 is 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 delivered by facsimile or email to the Holder at its last facsimile number or email address
as it shall appear upon the Warrant Register of the Company, at least 20 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, distribution,
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, distributions, redemption, rights or warrants are to be determined or (y) the date on which such
reclassification, consolidation, merger, sale, transfer or share 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 the Common
Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or
share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect
the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant
constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall
simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. 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.




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Section
4. Transfer of Warrant.


 


a)
Transferability. 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. 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. Notwithstanding anything
herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder
has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading
Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. 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. If this Warrant is not held in global form through DTC (or any successor depositary), 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 initial issuance date of this Warrant 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.


 


Section
5. Miscellaneous.


 


a)
No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting
rights, dividends 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. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless
exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein,
in no event shall the Company be required to net cash settle an exercise of this Warrant.


 


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.


 




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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 Shares. This Warrant shall not be exercisable until the Authorized Share Increase Date. In connection with a
meeting of stockholders to obtain the Authorized Share Approval, the Company shall provide each stockholder with a proxy statement
and shall use its reasonable best efforts to solicit its stockholders’ approval of such increase in authorized shares of
Common Stock and to cause its Board of Directors to recommend to the stockholders that they approve such proposal. For the avoidance
of doubt, in the event the Company fails to obtain Authorized Share Approval, in no event shall any cash be payable to the Holder
with respect to this Warrant.


 


The
Company covenants that, from and after the Authorized Share Increase Date, during the period the Warrant is outstanding, it will
reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant
shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the
exercise of the purchase rights under this Warrant. 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 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) not increase the par value of any Warrant Shares above
the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) 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 (iii) 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 or bodies having jurisdiction thereof.


 




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e)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant 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. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates,
directors, officers, stockholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal
courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either
party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action,
suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such action or proceeding.


 


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
shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting
any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant,
which results in any material damages to the Holder, the Company shall pay to the Holder 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 Holder 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 to be provided by the Holders hereunder including, without
limitation, any Notice of Exercise, shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally
recognized overnight courier service, addressed to the Company, at 70 Doppler, Irvine, CA 92618, Attention: Craig Glynn, facsimile
number: 949-261-2992, email address: cglynn@hancockjaffe.com, or such other facsimile number, email address or address as the
Company may specify for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be
provided by the Company hereunder shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally
recognized overnight courier service addressed to each Holder at the facsimile number, e-mail address or address of such Holder
appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective
on the earliest of (i) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number
or via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next
Trading Day after the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number
or via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New
York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent
that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.


 




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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 with the written consent of the Company,
on the one hand, and the Holder or the beneficial owner of this Warrant, on the other hand. This Warrant also may be modified
or amended or the provisions hereof waived with the written consent of the Company and the holders of Warrants representing 67%
of the Warrant Shares issuable under Warrants then outstanding as of the date such consent is sought; provided, however, that
(i) no such amendment shall adversely affect any Holder differently than it affects all other Holders, unless such Holder consents
thereto and (ii) no amendment may increase the Exercise Price, decrease the number of shares or change the class of shares obtainable
upon exercise of this Warrant or decrease the time period in which this Warrant can be exercised without the written consent of
the Holder.


 


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.


 


********************


(Signature
Page Follows)


 




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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:	 
	 	Title:	 


 




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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):


[  ]
in 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)
Please issue 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:





	 	 	 
	 	 	 
	 	 	 


 


[SIGNATURE
OF HOLDER]


 


	Name
                                         of Investing Entity:
	 


 


	Signature
    of Authorized Signatory of Investing Entity: 	 


 


	Name
    of Authorized Signatory: 	 


 


	Title
    of Authorized Signatory: 	 


 


	Date:
    	 


 




    	31



     


    

 


ASSIGNMENT
FORM


 


(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


	Name:
	 	 
	 	 	(Please
    Print)
	 	 	 
	Address:	 	 
	 	 	(Please
    Print)
	 	 	 
	Phone
    Number:	 	 
	 	 	 
	Email
    Address:	 	 
	 	 	 
	Dated:
    _______________ __, ______	 	 
	 	 	 
	Holder’s
    Signature:	 	 	 
	 	 	 
	Holder’s
    Address:	 	 	 


 







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EXHIBIT
B


 


Warrant
Agent Fees


 


Monthly
Maintenance Fee


 


Our
monthly maintenance fee is calculated based upon the number of record shareholders per class or series of Warrants:


 


	 	●	Monthly
    Maintenance of 1-99 Registered Holder$99 per month
	 	●	Monthly
    Maintenance of 100-200 Registered Holder	$150
    per month
	 	●	Monthly
    Maintenance of 200-300 Registered Holder	$299
    per month
	 	●	Monthly
    Maintenance of 300-500 Registered Holder	$399
    per month
	 	●	Monthly
    Maintenance of 500+ Registered Holder	$749
    per month


 


Service
Fees


 


The
following are a sample of services provided on a per transaction fee basis as set forth below:


 


	 	●	Per
    Warrant Exercise $45.00	
	 	●	Issuance
    Per Warrant $35.00	
	 	●	Replacement
    of Lost or Stolen Warrant $50.00 (paid by Registered Holder)	 
	 	●	Lost
    Registered Holder search (if needed)	$5.00
    per Registered Holder per search
	 	●	Escheatment
    (if needed) $50.00 per Registered Holder	 


 


Other
Costs and Excluded Services


 


The
company will be billed separately at cost for certain out-of-pocket expenses such as postage and courier fees.


 




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