Exhibit 4.1


 


ORDINARY
SHARE PURCHASE WARRANT


 


Pingtan
Marine Enterprise Ltd.


 


Warrant No: [____]


 


	Warrant Shares: [_____]	Initial
Exercise Date: [____], 2021



 


THIS
ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [____] or its assigns (the
“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m.
(New York City time) on [_____], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase
from Pingtan Marine Enterprise Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Company”),
up to [____] of ordinary shares each, $0.001 par value, of the Company (the “Ordinary Shares”) (the Ordinary
Shares issuable hereunder, as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of
one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).


 


Section
1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that
certain Securities Purchase Agreement (the “Purchase Agreement”), dated March 3, 2021, among the Company and
the purchasers signatory thereto. In addition, the following terms have the meanings indicated in this Section 1:


 


“Adjustment
Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance
or sale (or deemed issuance or sale in accordance with Section 3(b)) of Ordinary Shares (other than rights of the type described
in Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or
with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar
rights).


 


“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary
Shares are then listed or quoted on a Trading Market, the bid price of the Ordinary Shares for the time in question (or the nearest
preceding date) on the Trading Market on which the Ordinary Shares are 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 the Ordinary Shares are then listed
on OTCQB or OTCQX, the volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB
or OTCQX as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on a Trading Market, OTCQB or OTCQX
and if prices for the Ordinary Shares 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 Ordinary Shares so reported, or (d) in
all other cases, the fair market value of an Ordinary Share as determined by an independent appraiser selected in good faith by
the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees
and expenses of which shall be paid by the Company.


 




     


     


    

 


“Closing
Sale Price” means, for any security as of any date, the last closing trade price for such security on the Trading Market,
as reported by Bloomberg L.P., or, if the Trading Market begins to operate on an extended hours basis and does not designate the
closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Bloomberg L.P.,
or, if the Trading Market is not the principal securities exchange or trading market for such security, the last trade price of
such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg
L.P., or if the foregoing does not apply, the last trade price of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg L.P., or, if no last trade price is reported for such security by Bloomberg
L.P., the average of the ask prices of any market makers for such security as reported on The Pink Open Market (or a similar organization
or agency succeeding to its functions of reporting prices). If the Closing Sale Price cannot be calculated for a security on a
particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value
as mutually determined by the Company and the Holder. All such determinations shall be appropriately adjusted for any share dividend,
share split, share combination or other similar transaction during such period.


 


“Convertible
Securities” means any shares or other security (other than Options) that is at any time and under any circumstances,
directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire,
any Ordinary Shares.


 


“Equity
Conditions” means, with respect to a given date of determination: (i) on such applicable date of determination one or
more registration statements (each, the “Mandatory Exercise Registration Statement”) shall be effective and
the prospectus contained therein shall be available on such applicable date of determination (with, for the avoidance of doubt,
any Warrant Shares previously issued pursuant to such prospectus deemed unavailable) for the issuance of all the Warrant Shares
issuable upon exercise of this Warrant in connection with the event requiring such determination (such applicable aggregate number
of Ordinary Shares, each, a “Required Minimum Securities Amount”); (ii) on each day during the period beginning
thirty (30) calendar days prior to the applicable date of determination and ending on and including the applicable date of determination
(the “Equity Conditions Measuring Period”), the Ordinary Shares are listed or designated for quotation (as
applicable) on a Trading Market and shall not have been suspended from trading on a Trading Market (other than suspensions of
not more than two (2) days and occurring prior to the applicable date of determination due to business announcements by the Company)
nor shall delisting or suspension by a Trading Market have been threatened (with a reasonable prospect of delisting occurring
after giving effect to all applicable notice, appeal, compliance and hearing periods) or reasonably likely to occur or pending
as evidenced by (A) a writing by such Trading Market or (B) the Company falling below the minimum listing maintenance requirements
of such Trading Market on which the Ordinary Shares is then listed or designated for quotation (as applicable); (iii) during the
Equity Conditions Measuring Period, the Company shall have delivered all Warrant Shares issuable upon exercise of this Warrant
on a timely basis in accordance herewith and all other share capital required to be delivered by the Company on a timely basis
as set forth in the other Transaction Documents; (iv) any Warrant Shares to be issued in connection with the event requiring determination
may be issued in full without violating the rules or regulations of the Trading Market on which the Ordinary Shares are then listed
or designated for quotation (as applicable); (v) on each day during the Equity Conditions Measuring Period, no public announcement
of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated;
(vi) the Company shall have no knowledge of any fact that would reasonably be expected to cause the applicable Mandatory Exercise
Registration Statement to not be effective or the prospectus contained therein to not be available for the issuance of all the
Warrant Shares issuable upon exercise of this Warrant in connection with the event requiring such determination and no Public
Information Failure exists or is continuing; (vii) the Holder shall not be in possession of any material, non-public information
provided to any of them by the Company, any of its Subsidiaries or any of their respective affiliates, employees, officers, representatives,
agents or the like; (viii) on each day during the Equity Conditions Measuring Period, the Company otherwise shall have been in
compliance with each, and shall not have breached any representation or warranty in any material respect (other than representations
or warranties subject to material adverse effect or materiality, which may not be breached in any respect) or any covenant or
other term or condition of any Transaction Document, including, without limitation, the Company shall not have failed to timely
make any payment pursuant to any Transaction Document; (ix) on the applicable date of determination all Warrant Shares to be issued
in connection with the event requiring this determination may be issued in full without resulting in a breach of Section 2(e)
or 6(e) hereof; (x) on each Trading Day during the Equity Conditions Measuring Period, there shall not have occurred any Volume
Failure as of such applicable date of determination; (xi) the Warrant Shares to be issued in connection with the event requiring
this determination are duly authorized and listed and eligible for trading without restriction on a Trading Market.


 






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“Equity
Conditions Failure” means that on each day during the period commencing twenty (20) Trading Days prior to the applicable
Mandatory Exercise Notice Date through and including the applicable Mandatory Exercise Date, the Equity Conditions have not been
satisfied (or waived in writing by the Holder).


 


“Exempt
Issuance” means the issuance of (a) Ordinary Shares or Options to employees, officers or directors of the Company pursuant
to any share or Option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors
or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the
Company; (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities
exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date of the Purchase Agreement,
provided that such securities have not been amended since the date of the Purchase Agreement to increase the number of such securities
or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with share
splits or combinations) or to extend the term of such securities; or (c) securities issued pursuant to acquisitions or strategic
transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only
be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an
owner of an asset in a business synergistic with the current business of the Company at such time and shall provide to the Company
additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing
securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.


 


“Holder
Pro Rata Amount” means a fraction (i) the numerator of which is the aggregate number of Shares issued to the Holder
on the Closing Date (as defined in the Purchase Agreement) and (ii) the denominator of which is the aggregate number of Shares
issued to the initial purchasers pursuant to the Purchase Agreement on the Closing Date.


 


“Options”
means any rights, warrants or options to subscribe for or purchase Ordinary Shares or Convertible Securities.


 


“Volume
Failure” means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported
on Bloomberg) of the Ordinary Shares on the Principal Market on any Trading Days during the twenty (20) Trading Day period ending
on the Trading Day immediately preceding such date of determination is less than $500,000.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then
listed or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest
preceding date) on the Trading Market on which the Ordinary Shares are 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)  the Ordinary Shares are then
listed or quoted on OTCQB or OTCQX, the volume weighted average price of the Ordinary Shares for such date (or the nearest preceding
date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on a Trading Market,
OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on the Pink Open Market (or a similar organization or agency
succeeding to its functions of reporting prices), the daily volume weighted average price of the Ordinary Shares for such date
(or the nearest preceding date), or (d) in all other cases, the fair market value of an Ordinary Share as determined by an
independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and
reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 






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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 PDF
copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of
Exercise”, and each such date, an “Exercise Date”). 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 Warrant Shares specified in the
applicable Notice of Exercise by wire transfer 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. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered
on or prior to 4:00 p.m. (New York City time) on the Trading Date prior to the Initial Exercise Date, which may be delivered at
any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such
notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share
Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless
exercise) is received by such Warrant Share Delivery Date. The Holder and any assignee, by acceptance of this Warrant, acknowledge
and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder,
the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face
hereof.


 


b) Exercise
Price. The exercise price per Warrant Share under this Warrant shall be $1.31, subject to adjustment hereunder (the “Exercise
Price”).


 




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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 also 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 Ordinary Shares 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).


 


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, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). 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 Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 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 Ordinary Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder.




 


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.


 




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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, Ordinary Shares 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 Ordinary Shares
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 Ordinary Shares that would have been issued had the Company timely complied with its exercise and
delivery obligations hereunder. For example, if the Holder purchases Ordinary Shares having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted exercise of Ordinary Shares 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 Ordinary Shares 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.


 






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


 


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 Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties
shall include the number of Ordinary Shares issuable upon exercise of this Warrant with respect to which such determination is
being made, but shall exclude the number of Ordinary Shares 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 Convertible Securities) 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 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, 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 Ordinary Shares, a Holder
may rely on the number of outstanding Ordinary Shares 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 Ordinary Shares 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 Ordinary
Shares then outstanding.  In any case, the number of outstanding Ordinary Shares 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 Ordinary Shares was reported. The “Beneficial Ownership
Limitation” shall be [4.99] [9.99]1% of
the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares 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 Ordinary Shares
outstanding immediately after giving effect to the issuance of Ordinary Shares 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.


 


 


 






		1	[As
elected by such Holder by e-mail notice to the Company on or prior to the Initial Exercise Date.]





 




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Section
3. Certain Adjustments.


 


a) Share
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise
makes a distribution or distributions on its Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary
Shares (which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant),
(ii) subdivides outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse share
split) outstanding Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of the Ordinary Shares
any share capital 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 Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which
the denominator shall be the number of Ordinary Shares 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 shareholders 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) Adjustment
Upon Issuance of Ordinary Shares. If and whenever on or after the Initial Exercise Date, the Company grants, issues or sells
(or enters into any agreement to grant, issue or sell), or in accordance with this Section 3(b) is deemed to have issued or sold,
any Ordinary Shares (including the issuance or sale of Ordinary Shares owned or held by or for the account of the Company, but
excluding any Exempt Issuances issued or sold or deemed to have been issued or sold) for a consideration per share (the “New
Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale
or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”)
(the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then
in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without
limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(b)), the following shall
be applicable:


 


i.
Issuance of Options. If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue
or sell) any Options and the lowest price per share for which one Ordinary Share is at any time issuable upon the exercise of
any such Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option
or otherwise pursuant to the terms thereof is less than the Applicable Price, then such Ordinary Share shall be deemed to be outstanding
and to have been issued and sold by the Company at the time of the granting, issuance or sale (or the time of execution of such
agreement to grant, issue or sell, as applicable) of such Option for such price per share. For purposes of this Section 3(b)(i),
the “lowest price per share for which one Ordinary Share is at any time issuable upon the exercise of any such Options or
upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant
to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received
or receivable by the Company with respect to any one Ordinary Share upon the granting, issuance or sale (or pursuant to the agreement
to grant, issue or sell, as applicable) of such Option, upon exercise of such Option and upon conversion, exercise or exchange
of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest
exercise price set forth in such Option for which one Ordinary Share is issuable (or may become issuable assuming all possible
market conditions) upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities
issuable upon exercise of any such Option or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or
payable to the holder of such Option (or any other Person) upon the granting, issuance or sale (or the agreement to grant, issue
or sell, as applicable) of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible
Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration
received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below,
no further adjustment of the Exercise Price shall be made upon the actual issuance of such Ordinary Shares or of such Convertible
Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such Ordinary
Shares upon conversion, exercise or exchange of such Convertible Securities.


 




    8


     


    

 


ii. Issuance
of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell)
any Convertible Securities and the lowest price per share for which one Ordinary Share is at any time issuable upon the
conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then
such Ordinary Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the
issuance or sale (or the time of execution of such agreement to issue or sell, as applicable) of such Convertible Securities
for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one Ordinary
Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable
by the Company with respect to one Ordinary Share upon the issuance or sale (or pursuant to the agreement to issue or sell,
as applicable) of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or
otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which
one Ordinary Share is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or
exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of
such Convertible Security (or any other Person) upon the issuance or sale (or the agreement to issue or sell, as applicable)
of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on,
the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the
Exercise Price shall be made upon the actual issuance of such Ordinary Shares upon conversion, exercise or exchange of such
Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible
Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to
other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be
made by reason of such issuance or sale.


 


iii. Change
in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible
Securities are convertible into or exercisable or exchangeable for Ordinary Shares increases or decreases at any time (other than
proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)),
the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have
been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price,
additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued
or sold. For purposes of this Section 3(b)(iii), if the terms of any Option or Convertible Security that was outstanding as of
the Initial Exercise Date are increased or decreased in the manner described in the immediately preceding sentence, then such
Option or Convertible Security and the Ordinary Shares deemed issuable upon exercise, conversion or exchange thereof shall be
deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(b) shall be made
if such adjustment would result in an increase of the Exercise Price then in effect.


 






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iv. Calculation
of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with
the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary
Security”, and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities”
and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the
aggregate consideration per Ordinary Share with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase
price of such Unit, (y) if such Primary Security is an Option and/or Convertible Security, the lowest price per share for which
one Ordinary Share is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section
3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP of the Ordinary Shares on any Trading Day during the five (5) Trading Day period
(the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the
avoidance of doubt, if such public announcement is released prior to the opening of the applicable Trading Market on a Trading
Day, such Trading Day shall be the first Trading Day in such five Trading Day period and if this Warrant is exercised, on any
given Exercise Date during any such Adjustment Period, solely with respect to such portion of this Warrant converted on such applicable
Exercise Date, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior
to such Exercise Date). If any Ordinary Shares, Options or Convertible Securities are issued or sold or deemed to have been issued
or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company
therefor. If any Ordinary Shares, Options or Convertible Securities are issued or sold for a consideration other than cash, the
amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration
consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities
will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date
of receipt. If any Ordinary Shares, Options or Convertible Securities are issued to the owners of the non-surviving entity in
connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to
be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Ordinary
Shares, Options or Convertible Securities (as the case may be). The fair value of any consideration other than cash or publicly
traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within
ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value
of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event
by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall
be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the
Company.


 


v. Record
Date. If the Company takes a record of the holders of Ordinary Shares for the purpose of entitling them (A) to receive a dividend
or other distribution payable in Ordinary Shares, Options or in Convertible Securities or (B) to subscribe for or purchase Ordinary
Shares, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance or sale of the
Ordinary Shares deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase (as the case may be).


 






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c) Voluntary
Adjustment by Company. The Company may at any time during the term of this Warrant, with the prior written consent of the
Holder, but subject to the approval of the principal Trading Market, reduce the then current Exercise Price to any amount and
for any period of time deemed appropriate by the board of directors of the Company.


 


d) 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 Convertible Securities or rights to purchase shares, warrants, securities or other property pro rata to the record
holders of any class of Ordinary Shares (“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 Ordinary Shares 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 Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however,
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 Ordinary Shares 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).


 







e) 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 Ordinary Shares, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, shares 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 Ordinary Shares 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 Ordinary Shares are to be determined for the participation in such
Distribution (provided, however, 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 Ordinary Shares 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). To the extent that this Warrant has
not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in
abeyance for the benefit of the Holder until the Holder has exercised this Warrant.


 




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f) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company (or any Subsidiary), 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
(or any Subsidiary), 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 Ordinary
Shares 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 Ordinary Shares, (iv) the Company, directly or indirectly, in one or more related
transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange
pursuant to which the Ordinary Shares are 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 Ordinary
Shares (not including any Ordinary Shares 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
Ordinary Shares 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 Ordinary Shares 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 Ordinary Share 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 Ordinary Shares 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 to the
Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant
on the date of the consummation of such 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 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 Ordinary Shares of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of
cash, shares or any combination thereof, or whether the holders of Ordinary Shares are given the choice to receive from among
alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders
of Ordinary Shares of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Ordinary
Shares will be deemed to have received common equity of the Successor Entity (which Entity may be the Company following such Fundamental
Transaction) in such 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. 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 contemplated applicable
Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility
obtained from the HVT function on Bloomberg L.P. as of the Trading Day immediately following the public announcement of the contemplated
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
contemplated Fundamental Transaction and (y) the last VWAP immediately prior to the date of Holder’s request to effect a
redemption of this Warrant, in whole or in part, pursuant to this Section 3(e), (D) a remaining option time equal to the time
between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date, (E)
a 365 day annualization factor, and (F) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer
of immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective date 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 and the other Transaction Documents in accordance with the provisions of this Section 3(e) 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 share capital of such Successor Entity (or its parent entity) equivalent to the Ordinary
Shares 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 share capital
(but taking into account the relative value of the Ordinary Shares pursuant to such Fundamental Transaction and the value of such
share capital, such number of shares in such share capital 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 and
the other Transaction Documents 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 and the other Transaction
Documents with the same effect as if such Successor Entity had been named as the Company herein.


 




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g) 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 Ordinary Shares deemed to be issued and outstanding as of a given date shall be
the sum of the number of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.


 


h) Notice
to Holder.


 


i. Adjustment
to Exercise Price. Whenever the Exercise Price or the number Warrant Shares subject to the Warrant is adjusted pursuant to
any provision of this Section 3, the Company shall promptly deliver to the Holder by 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
Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares,
(C) the Company shall authorize the granting to all holders of the Ordinary Shares rights or warrants to subscribe for or purchase
any share capital of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection
with any reclassification of the Ordinary Shares, any consolidation or merger to which the Company (or any of its Subsidiaries)
is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Ordinary
Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered
by email to the Holder at its last 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 Ordinary Shares 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 Ordinary
Shares of record shall be entitled to exchange their Ordinary Shares 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 pursuant to 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 Form 8-K report. 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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i) Mandatory
Exercise.


 


		a.	General.
                                         If at any time after the three (3) month anniversary of the Initial Exercise Date, (i)
                                         the VWAP of the Ordinary Shares is equal to or greater than $3.275 per share (as adjusted
                                         for share splits, share combinations, share dividends, recapitalizations and similar
                                         events occurring from and after the Issuance Date) (the “Trigger Price”)
                                         for a period of ten (10) consecutive Trading Days (the “Measuring Period”),
                                         (ii) no Equity Conditions Failure shall have occurred, the Company shall have the right
                                         to require the Holder to exercise this Warrant into up to such aggregate number of fully
                                         paid, validly issued and non-assessable Warrant Shares equal to the lesser of (x) the
                                         aggregate number of Warrant Shares then issuable upon exercise of this Warrant without
                                         violation of Section 2(e) hereof and (y) the Holder Pro Rata Amount of 20% of the aggregate
                                         share volume of the Ordinary Shares (as reported by Bloomberg, LP) on the Trading Day
                                         immediately prior to the applicable Mandatory Exercise Notice Date (as defined below)
                                         (such lesser number of Warrant Shares, the “Maximum Mandatory Exercise Share
                                         Amount”), as designated in the applicable Mandatory Exercise Notice (as defined
                                         below) to be issued and delivered in accordance with Section 2 hereof (each, a “Mandatory
                                         Exercise”). The Company may exercise its right to require a Mandatory Exercise
                                         under this Section 3(i) by delivering a written notice thereof, at one, or more times
                                         (but no more than once in any twenty (20) Trading Day period), by electronic mail to
                                         all, but not less than all, of the holders of Warrants (each, a “Mandatory Exercise
                                         Notice”, and the date thereof, each a “Mandatory Exercise Notice Date”).
                                         For purposes of Section 2 hereof, “Mandatory Exercise Notice” shall
                                         be deemed to replace “Notice of Exercise” for all purposes thereunder as
                                         if the Holder delivered a Notice of Exercise to the Company on the Mandatory Exercise
                                         Notice Date, mutatis mutandis. Each Mandatory Exercise Notice shall be irrevocable.
                                         Each Mandatory Exercise Notice shall state (i) the Trading Day selected for the
                                         Mandatory Exercise in accordance with this Section 3(i), which Trading Day shall
                                         be the second (2nd) Trading Day following the applicable Mandatory Exercise Eligibility
                                         Date (each, a “Mandatory Exercise Date”), (ii) the aggregate portion
                                         of this Warrant and the other Warrants subject to Mandatory Exercise from the Holder
                                         and all of the holders of the Warrants pursuant to this Section 1(e) (and analogous
                                         provisions under the other Warrants), (iii) the Maximum Mandatory Exercise Share Amount
                                         applicable to the Holder (including calculations and any other documents reasonably requested
                                         by the Holder with respect thereto) and (iv) that there has been no Equity Conditions
                                         Failure (or specifying any such Equity Conditions Failure that then exists, with an acknowledgement
                                         that unless such Equity Conditions are waived, in whole or in part, such Mandatory Exercise
                                         Notice will be invalid). Notwithstanding anything herein to the contrary, if at any time
                                         on or after a Mandatory Exercise Notice Date and on or prior to the related Mandatory
                                         Exercise Date either (A) the Closing Sale Price of the Ordinary Shares on any Trading
                                         Day during such period fails to exceed the Trigger Price (a “Price Failure”)
                                         or (B) an Equity Conditions Failure occurs, (I) the Company shall provide the Holder
                                         a subsequent notice to that effect and (II) unless the Holder waives the Equity Conditions
                                         Failure and/or Price Failure, as applicable, the Mandatory Exercise shall be cancelled
                                         and the applicable Mandatory Exercise Notice shall be null and void.



 




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		b.	Pro
                                         Rata Exercise Requirement. If the Company elects to cause a Mandatory Exercise of
                                         this Warrant pursuant to this Section 3(i), then it must simultaneously take the same
                                         action in the same proportion with respect to all of the other Warrants.



 


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. 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.


 






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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) Currency.
Unless otherwise indicated, all dollar amounts referred to in this Warrant are in United States Dollars (“U.S. Dollars”).
All amounts owing under this Warrant shall be paid in U.S. Dollars. All amounts denominated in other currencies shall be converted
in the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate”
means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Warrant, the U.S. Dollar exchange
rate as published in the Wall Street Journal (New York edition) on the relevant date of calculation.


 


b) No
Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in
Section 3.


 


c) 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 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 share certificate, if mutilated,
the Company will make and deliver a new Warrant or certificate of like tenor and dated as of such cancellation, in lieu of such
Warrant or certificate.


 


d) 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.


 






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e) Authorized
Shares.


 


The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary
Shares 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 “Required Reserve Amount”). 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 Ordinary Shares 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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f) Governing
Law. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York. The Company 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 to the Company at the address set forth on the signature page of the Securities Purchase Agreement and agrees that such
service shall constitute good and sufficient service of process and notice thereof. The Company 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 brought in an inconvenient forum or that the venue
of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing
suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations
to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court
ruling in favor of the Holder. The Company hereby appoints CT Corporation System, 28 Liberty Street, New York, NY 10005, as its
agent for service of process in New York. If service of process is effected pursuant to the above sentence, such service will
be deemed sufficient under New York law and the Company shall not assert otherwise. Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate
to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect
on the Company’s obligations to such Buyer or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The choice of the laws
of the State of New York as the governing law of this Warrant is a valid choice of law and would be recognized and given effect
to in any action brought before a court of competent jurisdiction in the Cayman Islands, except for those laws (i) which such
court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent
with public policy, as such term is interpreted under the laws of the Cayman Islands. The choice of laws of the State of New York
as the governing law of this Warrant will be honored by competent courts in the People’s Republic of China, subject to compliance
with relevant People’s Republic of China civil procedural and other requirements. Neither the Company nor any of its properties,
assets or revenues has any right of immunity under Cayman Islands, the People’s Republic of China or New York law, from
any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off
or counterclaim, from the jurisdiction of Cayman Islands and the People’s Republic of China, New York or United States federal
court, from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution
of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any
such court, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this
Warrant; and, to the extent that the Company, or any of its properties, assets or revenues may have or may hereafter become entitled
to any such right of immunity in any such court in which proceedings may at any time be commenced, the Company hereby waives such
right to the extent permitted by law and hereby consents to such relief and enforcement as provided in this Warrant and the other
Transaction Documents.


 




    18


     


    

 


g) 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, may have restrictions upon resale imposed by state and federal or foreign securities laws.


 


h) 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 or the Purchase Agreement, 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.


 


i) Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
in accordance with the notice provisions of the Purchase Agreement.


 


j) Absence
of Trading and Disclosure Restrictions. The Company acknowledges and agrees that the Holder is not a fiduciary or agent of
the Company and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the
Company or (b) refrain from trading any securities while in possession of such information in the absence of a written non-disclosure
agreement signed by an officer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the
absence of such an executed, written non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any
securities issued by the Company, may possess and use any information provided by the Company in connection with such trading
activity, and may disclose any such information to any third party.


 


k) 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 Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 




    19


     


    

 


l) 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.


 


m) 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.


 


n) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


o) 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.


 


p) 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)


 




    20


     


    

 


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.


 


	 	PINGTAN MARINE ENTERPRISE LTD.
	 	 
	 	By:	 
	 	Name: 	
	 	Title:  	
	 	 	 



 







     


     


    

 


NOTICE OF EXERCISE


 


To: Pingtan
Marine Enterprise Ltd.


 


(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: ________________________________________________________________________________________


 




     


     


    

 


EXHIBIT B


 


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: __________________________________