HANCOCK JAFFE LABORATORIES, INC.

XXXXXXX XXXXX LABORATORIES, INC.

April 30, 2018

Xxxxxxxx Xxxxxxxxxxx, M.D.

Dear Xxx:

This letter is intended to memorialize our discussions with respect to certain requests that you have made to assign amounts owed to you pursuant to your employment agreement with Xxxxxxx Xxxxx Laboratories, Inc. (“Xxxxxxx Xxxxx”) dated August 30, 2016 and as amended on April 2, 2018 (collectively the “Employment Agreement”), and with respect to your willingness to accept a portion of the deferred compensation owed to you pursuant to the Employment Agreement in shares of Xxxxxxx Xxxxx common stock.

As of April 30, 2018, the amount of deferred compensation owed to you pursuant to the Employment Agreement is $500,000 (the “Deferred Compensation”). You have requested that we permit you to assign your rights to the Deferred Compensation to Rosewall Ventures Ltd. Life Sciences Engineering (“Rosewall Ventures”). Xxxxxxx Xxxxx consents to such assignment.

Xxxxxxx Xxxxx has requested that you accept a portion of the Deferred Compensation now owed to Rosewall Ventures in common shares of Xxxxxxx Xxxxx at a value of $4.50 per share, which is equal to the value at which the Xxxxxxx Xxxxx Series B Preferred shareholders will convert their preferred stock into common shares of Xxxxxxx Xxxxx upon the occurrence of an initial public offering of Xxxxxxx Xxxxx common shares. In lieu of a cash payment, you consent that Rosewall Ventures will accept $ 200,000 of the Deferred Compensation in shares of Xxxxxxx Xxxxx common stock, at a value of $4.50 per share.

We have begun to discuss the parameters of your new role as the Chief Medical Officer (OUS) of Xxxxxxx Xxxxx, and in particular, the responsibilities that you will assume in connection with Xxxxxxx Xxxxx’x ongoing product development efforts. Once we agree on such parameters and your new compensation, we will enter into a new engagement agreement for your services with Rosewall Ventures, and execute such other documents as may be necessary to effectuate the terms of this letter.

I appreciate all that you have done for Xxxxxxx Xxxxx and look forward to working closely with you as we enter into the next chapter of the company’s development.

Sincerely,		Acknowledged and Agreed:
/s/ Xxxxxx X. Xxxxxx		/s/ Xxxxxxxx Xxxxxxxxxxx, M.D.
Xxxxxx X. Xxxxxx		Xxxxxxxx Xxxxxxxxxxx, M.D.
CEO

Xxxxxxx Xxxxx Laboratories, Inc. 00 Xxxxxxx Xxxxxx, Xxxxxxxxxx 00000 XXX

Phone (000) 000 0000 Fax (000) 000 0000 e-mail xxxx@xxxxxxxxxxxx.xxx