Exhibit 4.3


 


THE
REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE
WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN,
PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [_______________] THE
“EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) FT GLOBAL CAPITAL, INC. OR A PLACEMENT AGENT IN CONNECTION
WITH THE OFFERING FOR WHICH THIS WARRANT WAS ISSUED TO THE PLACEMENT AGENT AS CONSIDERATION (“OFFERING”),
OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE OF FT GLOBAL CAPITAL, INC. OR OF ANY SUCH PLACEMENT AGENT.


 


THIS
PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO 180 DAYS FROM THE EFFECTIVE DATE. VOID AFTER 5:00 P.M., EASTERN TIME, _______________,
2026.


 


ORDINARY
SHARES PURCHASE WARRANT


 


For
the Purchase of _________ Ordinary Shares


of


MingZhu
Logistics Holdings Limited


 


1. Purchase
Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of ___________ (“Holder”),
as registered owner of this Purchase Warrant, to MingZhu Logistics Holdings Limited (the “Company”),
Holder is entitled, at any time or from time to time from ____________ (the “Commencement Date”), and at
or before 5:00 p.m., Eastern time, ___________, 2026 (the ”Expiration Date”), but not
thereafter, to subscribe for, purchase and receive, in whole or in part, up to ___________ Ordinary Shares of the
Company, par value $0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof.
If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may
be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending
on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase
Warrant is initially exercisable at $__________ per Share; provided, however, that upon the occurrence
of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price
per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term
“Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the
context.


 


2. Exercise.


 


2.1 Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed
and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being
purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by
certified check or official bank check. If the subscription rights represented hereby shall not be exercised at or before
5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or
effect, and all rights represented hereby shall cease and expire.


 


2.2 Cashless
Exercise. In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the
Company pursuant to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase
Warrant (or the portion thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the
exercise form attached hereto, in which event the Company will issue to Holder Shares in accordance with the following
formula:


 


	X
            =	Y(A-B)	 
	 	A	 
	Where,	 	 	 
	 	X	=	The
    number of Shares to be issued to Holder;
	 	Y	=	The
    number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The
    fair market value of one Share; and
	 	B	=	The
    Exercise Price.



 






     


     


    

 


For
purposes of this Section 2.2, the fair market value of a Share is defined as follows:


 


		(i)	if
                                         the Company’s Ordinary Shares are traded on a national securities exchange, the
                                         OTCQB or OTCQX, the value shall be deemed to be the closing price on such exchange, the
                                         OTCQB or OTCQX, as the case may be, prior to the exercise form being submitted in connection
                                         with the exercise of the Purchase Warrant; or



 


		(ii)	if
                                         the Company’s Ordinary Shares are not then traded on a securities exchange, the
                                         OTCQB or OTCQX and if prices for the Company’s Ordinary Shares are then reported
                                         on the “Pink Sheets” published by OTC Markets Group, Inc., the value shall
                                         be deemed to be the closing bid prior to the exercise form being submitted in connection
                                         with the exercise of the Purchase Warrant so reported; provided, however, if there is
                                         no active public market, the value shall be the fair market value thereof, as determined
                                         in good faith by the Company’s Board of Directors.



 


2.3 Legend.
Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such
securities have been registered under the Securities Act of 1933, as amended (the “Act”):


 


“The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”),
or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the
Act and applicable state law which, in the opinion of counsel to the Company, is available.”


 


2.4 Resale
of Shares. Holder and the Company acknowledge that as of the date hereof the Staff of the Division of Corporation Finance
of the SEC has published Compliance & Disclosure Interpretation 528.04 in the Securities Act Rules section thereof,
stating that the holder of securities issued in connection with a public offering may not rely upon Rule 144 promulgated
under the Act to establish an exemption from registration requirements under Section 4(a)(1) under the Act, but may
nonetheless apply Rule 144 constructively for the resale of such shares in the following manner: (a) provided that six months
has elapsed since the last sale under the registration statement, an underwriter or finder may resell the securities in
accordance with the provisions of Rule 144(c), (e), and (f), except for the notice requirement; (b) a purchaser of the shares
from an underwriter receives restricted securities unless the sale is made with an appropriate, current prospectus, or unless
the sale is made pursuant to the conditions contained in (a) above; (c) a purchaser of the shares from an underwriter who
receives restricted securities may include the underwriter’s holding period, provided that the underwriter or finder is
not an affiliate of the issuer; and (d) if an underwriter transfers the shares to its employees, the employees may tack the
firm’s holding period for purposes of Rule 144(d), but they must aggregate sales of the distributed shares with those
of other employees, as well as those of the underwriter or finder, for a six-month period from the date of the transfer to
the employees. Holder and the Company also acknowledge that the Staff of the Division of Corporation Finance of the SEC has
advised in various no-action letters that the holding period associated with securities issued without registration to a
service provider commences upon the completion of the services, which the Company agrees and acknowledges shall be the
closing of the Offering, and that Rule 144(d)(3)(ii) provides that securities acquired from the issuer solely in exchange for
other securities of the same issuer shall be deemed to have been acquired at the same time as the securities surrendered for
conversion (which the Company agrees is the date of the initial issuance of this Purchase Warrant). In the event that
following a request by Holder to transfer the Shares in accordance with Compliance & Disclosure Interpretation 528.04
counsel for the Company reasonably concludes that Compliance & Disclosure Interpretation 528.04 no longer may be relied
upon as a result of changes in applicable laws, regulations, or interpretations of the SEC Division of Corporation Finance,
or as a result of judicial interpretations not known by the Company or its counsel on the date hereof (either, a
“Registration Trigger Event”), then the Company shall promptly, and in any event within five (5) business days
following the request, provide written notice to Holder of such determination. As a condition to giving such notice, the
Company shall offer Holder a single demand registration right pursuant to an agreement in form acceptable to the Holder;
provided that notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 2 shall
terminate on the fifth anniversary of the Effective Date. In the absence of such conclusion by counsel for the Company, the
Company shall, upon request of Holder given no earlier than six months after the final closing of the Offering, instruct its
transfer agent to permit the transfer of such shares in accordance with Compliance & Disclosure Interpretation 528.04,
provided that Holder has provided such documentation as shall be reasonably be requested by the Company to establish
compliance with the conditions of Compliance & Disclosure Interpretation 528.04.


 






    2


     


    

 


3. Transfer.


 


3.1 General
Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such
Holder will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of one hundred eighty
(180) days following the Effective Date to anyone other than: (i) FT Global Capital, Inc. (“FTG”), or (ii)
an officer, partner, registered person or affiliate of FTG, in each case in accordance with FINRA Rule 5110(e)(1), or (b)
cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative,
put or call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities
hereunder, except as provided for in FINRA Rule 5110(e)(2). After 180 days after the Effective Date, transfers to others may
be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment,
the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the
Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five
(5) Business Days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase
Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the
aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such
assignment.


 


3.2 Restrictions
Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) if
required by applicable law, the Company has received the opinion of counsel for the Company that the securities may be
transferred pursuant to an exemption from registration under the Act and applicable state securities laws (the Company hereby
agrees that the opinion of Schiff Hardin LLP shall also be accepted in lieu of an opinion from Company counsel), or (ii) a
registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such
securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission
(the “Commission”) and compliance with applicable state securities law has been
established.


 


4. Piggy-Back”
Registration Rights.


 


4.1
Unless all of the Shares underlying this Warrant (collectively, the “Registrable Securities”) are included
in an effective registration statement with a current prospectus, the Holder shall have the right, until the Expiration Date,
to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other
than in connection with a transaction contemplated by Rule 145 promulgated under the Act or pursuant to Forms S-8, S-4 or any
equivalent forms); provided, however, that if, solely in connection with any primary underwritten public offering for the
account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the
number of ordinary shares of Registrable Securities which may be included in the registration statement because, in such
underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public
distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the
Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably
permit. In the event of such a proposed registration, the Company shall furnish the then Holder of outstanding Registrable
Securities with not less than fifteen (15) days written notice prior to the proposed date of filing of such registration
statement. Such notice to the Holder shall continue to be given for each registration statement filed by the Company until
such time as all of the Registrable Securities have been sold by the Holder. The holder of the Registrable Securities shall
exercise the “piggy-back” rights provided for herein by giving written notice, within seven (7) days of the
receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in this
Warrant, there shall be no limit on the number of times the Holder may request registration under this section. For the
avoidance of doubt, the registration rights provided pursuant to this section shall expire on the Expiration Date.


 






    3


     


    

 


4.2. Expenses
of Registration. The Company shall bear all fees and expenses attendant to registering the Registrable Securities
pursuant to this section, but the Holder shall pay any and all underwriting commissions and the expenses of any legal counsel
selected by the Holder to represent them in connection with the sale of the Registrable Securities.


 


4.3. Indemnification.
The Company shall indemnify the Holder of the Registrable Securities to be sold pursuant to any registration statement
hereunder and each person, if any, who controls such Holder within the meaning of Section 15 of the Act or Section 20 (a) of
the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense
or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or
defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise,
arising from such registration statement.


 


5. New
Purchase Warrants to be Issued.


 


5.1 Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned
in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant
for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price
and/or transfer tax if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder
without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right
of the Holder to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised
or assigned.


 


5.2 Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and
deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of
such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the
Company.


 


6. Adjustments.


 


6.1 Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant
shall be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1 Share
Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of
outstanding Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event,
then, on the effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such
increase in outstanding Shares, and the Exercise Price shall be proportionately decreased.


 


6.1.2 Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the
effective date thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in
outstanding Shares, and the Exercise Price shall be proportionately increased.


 


6.1.3 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other
than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of
any share reconstruction or amalgamation or consolidation or merger of the Company with or into another corporation (other
than a consolidation or share reconstruction or amalgamation or merger in which the Company is the continuing corporation and
that does not result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or
conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in
connection with which the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until
the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate
Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities
or property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or
consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company
obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results
in a change in Shares covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2
and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications,
reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.


 






    4


     


    

 


6.1.4 Changes
in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this
Section 6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares
as are stated in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the
issuance of new Purchase Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an
adjustment occurring after the Commencement Date or the computation thereof.


 


6.2 Substitute
Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation or merger of
the Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation or merger
which does not result in any reclassification or change of the outstanding Shares), the corporation formed by such
consolidation or share reconstruction or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant
providing that the holder of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter
(until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and
amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction or
amalgamation, by a holder of the number of Shares of the Company for which such Purchase Warrant might have been exercised
immediately prior to such consolidation, share reconstruction or amalgamation or merger, sale or transfer. Such supplemental
Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 6.
The above provision of this Section shall similarly apply to successive consolidations or share reconstructions or
amalgamations or mergers.


 


6.3 Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon
the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional
interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up
or down, as the case may be, to the nearest whole number of Shares or other securities, properties or rights.


 


7. Reservation
and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the
purpose of issuance upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights
as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants
and payment of the Exercise Price therefor (unless exercise via cashless exercise as provided herein), in accordance with the
terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and
non-assessable and not subject to preemptive rights of any shareholder. As long as the Purchase Warrants shall be
outstanding, the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of the
Purchase Warrants to be listed (subject to official notice of issuance) on all national securities exchanges (or, if
applicable, quoted on the OTC Bulletin Board or any successor trading market) on which the Shares issued to the public in the
Offering may then be listed and/or quoted.


 






    5


     


    

 


8. Certain
Notice Requirements.


 


8.1 Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or
to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a
shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any
of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written
notice of such event at least ten (10) days prior to the date fixed as a record date or the date of closing the transfer
books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities
or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall
specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing,
the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same
time and in the same manner that such notice is given to the shareholders.


 


8.2 Events
Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the
following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to
receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than
out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the
Company, (ii) the Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company
or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to
subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a
consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and
business shall be proposed.


 


8.3 Notice
of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant
to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price
Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true
and accurate by the Company’s Chief Financial Officer.


 


8.4 Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and
shall be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to
the registered Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if
to the Company, to following address or to such other address as the Company may designate by notice to the
Holders:


 


If
to the Holder:


 


FT
Global Capital, Inc.


5
Concourse Parkway, Suite 3000


Atlanta,
GA, 30328


Attention:
President


 


with
a copy (which shall not constitute notice) to:


 


Schiff
Hardin LLP


901
K Street, NW, Suite 700


Washington,
DC 20001


Attn:
Ralph V. De Martino, Esq.


Fax
No.:  (202) 778-6460


 


If
to the Company:


 


Senmiao
Technology Limited


16F,
Shihao Square


Middle
Jiannan Blvd, High-Tech Zone


Chengdu,
Sichuan, China


Attention:
CEO


 






    6


     


    

 


9. Miscellaneous.


 


9.1 Amendments.
The Company and FTG may from time to time supplement or amend this Purchase Warrant without the approval of any of the
Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or
inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising
hereunder that the Company and FTG may deem necessary or desirable and that the Company and FTG deem shall not adversely
affect the interest of the Holders. All other modifications or amendments shall require the written consent of and be signed
by (i) the Company and (ii) the Holder(s) of Purchase Warrants then-exercisable for at least a majority of the Shares
then-exercisable pursuant to all then-outstanding Purchase Warrants.


 


9.2 Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect
the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3. Entire
Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in
connection with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject
matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the
subject matter hereof.


 


9.4 Binding
Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company
and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be
construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant
or any provisions herein contained.


 


9.5 Governing
Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in
accordance with the laws of the State of Georgia, without giving effect to conflict of laws principles thereof. The Company
hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant
shall be brought and enforced in the state or federal courts located in Fulton County, Georgia, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company 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 hereof. Such mailing shall be deemed personal service and shall be
legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing
party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’
fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The
Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the
Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any
legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.


 


9.6 Waiver,
etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall
not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase
Warrant or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of
this Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase
Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which
enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed
or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 


9.7 Exchange
Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at
any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and FTG enter into an agreement
(“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be
exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the
Exchange Agreement.


 


[Signature
Page Follows]


 






    7


     


    

 





IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the ______ day
of February, 2021.


 


	Senmiao Technology Limited	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 






     


     


    

 


[Form
to be used to exercise Purchase Warrant]


 


Date:
__________, 20___


 


The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for ______ ordinary shares, par value $0.001 per share
(the “Shares”), of MingZhu Logistics Holdings Limited (the “Company”), and hereby makes
payment of $____ (at the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as
to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase
Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.


 


or


 


The
undersigned hereby elects irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for
______ Shares, as determined in accordance with the following formula:


 





	 	X	=	Y(A-B)
	 	 	 	    A
	Where,	 	 	 
	 	X	=	The
    number of Shares to be issued to Holder;
	 	Y	=	The
    number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The
    fair market value of one Share which is equal to $_____; and
	 	B	=	The
    Exercise Price which is equal to $______ per share


 


The
undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement
with respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please
issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable,
a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.


 


Signature
                                                               


 


Signature
Guaranteed                                                                





 






     


     


    

 


INSTRUCTIONS
FOR REGISTRATION OF SECURITIES


 


Name:
                                                               


(Print
in Block Letters)


 


Address:
                                                                 


 


                                                               


 


                                                               


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by
a firm having membership on a registered national securities exchange.


 






     


     


    

 





[Form
to be used to assign Purchase Warrant]


 


ASSIGNMENT


 


(To
be executed by the registered Holder to effect a transfer of the within Purchase Warrant):


 


FOR
VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto the right to purchase ordinary shares, par value
$0.001 per share, of MingZhu Logistics Holdings Limited (the “Company”), evidenced by the Purchase Warrant
and does hereby authorize the Company to transfer such right on the books of the Company.


 


Dated:
__________, 20__


 


Signature
                                                               


 


Signature
Guaranteed                                                                


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or
by a firm having membership on a registered national securities exchange.