HANCOCK JAFFE LABORATORIES, INC.

▇▇▇▇▇▇▇ ▇▇▇▇▇ LABORATORIES, INC.

April 30, 2018

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, M.D.

Dear ▇▇▇:

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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Laboratories, Inc. (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ consents to such assignment.

▇▇▇▇▇▇▇ ▇▇▇▇▇ has requested that you accept a portion of the Deferred Compensation now owed to Rosewall Ventures in common shares of ▇▇▇▇▇▇▇ ▇▇▇▇▇ at a value of $4.50 per share, which is equal to the value at which the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Series B Preferred shareholders will convert their preferred stock into common shares of ▇▇▇▇▇▇▇ ▇▇▇▇▇ upon the occurrence of an initial public offering of ▇▇▇▇▇▇▇ ▇▇▇▇▇ common shares. In lieu of a cash payment, you consent that Rosewall Ventures will accept $ 200,000 of the Deferred Compensation in shares of ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇, and in particular, the responsibilities that you will assume in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇		/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, M.D.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇		▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, M.D.
CEO

▇▇▇▇▇▇▇ ▇▇▇▇▇ Laboratories, Inc. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇

Phone (▇▇▇) ▇▇▇ ▇▇▇▇ Fax (▇▇▇) ▇▇▇ ▇▇▇▇ e-mail ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇