Exhibit 10.3


 


NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE
TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


  


COMMON STOCK PURCHASE
WARRANT


 


JRSIS HEALTH CARE CORPORATION


 


Warrant Shares: 21,000


Date of Issuance: July 30, 2019
(“Issuance Date”)


 


This
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance
of the $250,000.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Auctus
Fund, LLC, a Delaware limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from JRSIS Health Care Corporation, a Florida corporation (the “Company”),
up to 21,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted
from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant
is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated July 30, 2019,
by and among the Company and the Holder (the “Purchase Agreement”).


 


Capitalized
terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of
this Warrant or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean $6.00,
subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period”
shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the three-year anniversary
thereof.


 


1. EXERCISE OF WARRANT.


 


(a) Mechanics
of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in
whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto
as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The
Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. 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. On or before the second Trading Day (the “Warrant Share Delivery
Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s
transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price
multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the
“Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery
Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case
there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and dispatch
by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is
entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if requested by the Holder).
Upon delivery of the Exercise Delivery Documents, 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 certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and
the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares
being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days
after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to
purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of
Warrant Shares with respect to which this Warrant is exercised.


 






    


     


    

 


If the
Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant
Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure
shall be deemed an event of default under the Note.


 


If
the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares
pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described
below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the
Company shall issue to Holder a number of Common Stock computed using the following formula:


 


X = Y (A-B) 


   A


 


	 	Where 	X =	the number of Shares to be issued
to Holder.
	 	 	 	 
	 		Y =	the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date
of such calculation).
	 	 	 	 
	 		A =	the Market
Price (at the date of such calculation).
	 	 	 	 
	 		B =	Exercise Price
(as adjusted to the date of such calculation).



  


(b) No Fractional
Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any
adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated
for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation,
the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional
share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the
then-current fair market value of a Warrant Share by such fraction.


 


(c) 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, to the extent that after giving effect to issuance of Warrant Shares upon 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), would beneficially own in excess
of the Beneficial Ownership Limitation, as defined below. For purposes of the foregoing sentence, the number of shares of
Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable
upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares
of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or non-converted
portion of any other securities of the Company (including without limitation any other Common Stock Equivalents) subject to a
limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of
its Affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph (d), beneficial ownership shall
be calculated in accordance with Section 13(d) of the Exchange Act, 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 paragraph applies, the determination of whether this Warrant is exercisable (in relation to other
securities owned by the Holder together with any affiliates) 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 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.


 






    2


     


    

 


For
purposes of this paragraph, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of
outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the
Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the
Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the request of a Holder, the
Company shall within two Trading Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case,
the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares
of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of
the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of
this Warrant. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.


 


2. ADJUSTMENTS.
The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a) Distribution of
Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any
distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement or other similar transaction, but not including a reverse split with respect to the Common Stock) (a
“Distribution”), at any time after the issuance of this Warrant, then, in each such case:


 


(i) any Exercise Price
in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of
Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record
date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the
Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of
the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common
Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day
immediately preceding such record date; and


 


(ii) the number of
Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately
prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled
to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i);
provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company)
whose common stock is traded on a national securities exchange or a national automated quotation system (“Other
Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock
in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant,
except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been
payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record
date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was
decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of
Warrant Shares calculated in accordance with the first part of this clause (ii).


 






    3


     


    

 


(iii) For the
avoidance of doubt, no adjustment (including but not limited to with respect to the Exercise Price and the number of
Warrant Shares) shall occur under this Warrant when shares of outstanding Common Stock are merged proportionally across all
stockholders to form a smaller number of outstanding shares of Common Stock pursuant to a reverse stock split or
otherwise.


 


(b) Anti-Dilution
Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is
outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or
issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or
securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise)
(including but not limited to under the Note), at an effective price per share less than the then Exercise Price (such lower
price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”)
(if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase
price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the
passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices
or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled
or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise
Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have
occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock,
Common Stock Equivalents, or Note are (i) subsequently redeemed or retired by the Company after the date of the Dilutive
Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the
option of the Holder and only reduced to equal the Base Share Price, and the number of Warrant Shares issuable hereunder
shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the
Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment (for the avoidance of doubt, the
aggregate Exercise Price prior to such adjustment is calculated as follows: the total number of Warrant Shares multiplied by
the initial Exercise Price in effect as of the Issuance Date). Such adjustment shall be made whenever such Common Stock or
Common Stock Equivalents are issued, regardless of whether the Common Stock, Common Stock Equivalents, or Note are (i)
subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or
exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share
Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective
Common stock Equivalents or Note). The Company shall notify the Holder in writing, no later than the Trading Day following
the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable
issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the
“Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive
Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive
Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether
the Holder accurately refers to the Base Share Price in the Notice of Exercise.


 






    4


     


    

 


3. FUNDAMENTAL
TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with
or into another entity and the Company is not the surviving entity (such surviving entity, the
“Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or
a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual
or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or
exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common
Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property
(other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental
Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the
number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the
“Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification,
merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose
of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one
share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate
Consideration in a reasonable manner reflecting the relative value of any different components of the
Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be
received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it
receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the
foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent
with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate
Consideration.


 


4. NON-CIRCUMVENTION.
The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any
reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and
will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to
protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the
par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect,
(ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue
fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this
Warrant is outstanding, have authorized and reserved, free from preemptive rights, eight times the number of shares of Common
Stock that is actually issuable upon full exercise of the Warrant (based on the Exercise Price in effect from time to time,
and without regard to any limitations on exercise).


 


5. WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not
entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant
or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the
Company.


 


6. REISSUANCE.


 


(a) Lost, Stolen or
Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to
indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the
surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or
destroyed.


 


(b) Issuance of New
Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which
is the same as the Issuance Date.


 


7. TRANSFER.
This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the
Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations
of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without
the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such
assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder).
This Warrant or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder
may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent
thereto.


 






    5


     


    

 


8. NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in
accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt
written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the
calculation of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a
record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants,
issuances or sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable
for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights
to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information
shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.


 


9. AMENDMENT
AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the Company and the Holder.


 


10. GOVERNING
LAW. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without regard to
principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or in the
federal courts located in the Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any
objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of
jurisdiction or venue or based upon forum non conveniens. THE BORROWER 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 prevailing party shall be entitled to recover
from the other party its reasonable attorney's fees and costs. In the event that any provision of this Warrant or any other
agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service
of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any
other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any other manner permitted by law.


 


11. ACCEPTANCE.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and
conditions contained herein.


 


12. CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a) “Nasdaq”
means www.Nasdaq.com.


 


(b)
“Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such
security on the Principal Market, as reported by Nasdaq, or, if the Principal 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 Nasdaq, or (ii) if the foregoing does not apply, the last trade price of such security in the
over-the-counter market for such security as reported by Nasdaq, or (iii) if no last trade price is reported for such
security by Nasdaq, the average of the bid and ask prices of any market makers for such security as reported by the OTC
Markets. 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 to be appropriately adjusted for any stock dividend, stock split, stock combination or
other similar transaction during the applicable calculation period.


 






    6


     


    

 


(c) “Common
Stock” means the Company’s common stock, and any other class of securities into which such securities may
hereafter be reclassified or changed.


 


(d) “Common
Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time
Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock.


 


(e) “Dilutive
Issuance” is any issuance of Common Stock or Common Stock Equivalents described in Section 2(b) above; provided,
however, that a Dilutive Issuance shall not include any Exempt Issuance.


 


(f)
“Exempt Issuance” means the issuance of (i) shares of Common Stock or options to employees, officers, or
directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the
Board of Directors of the Company or a majority of the members of a committee of non- employee directors established for such
purpose, and (ii) shares of Common Stock issued pursuant to real property leasing arrangement from a bank approved by the
Board of Directors of the Company.


 


(g) “Principal
Market” means the primary national securities exchange on which the Common Stock is then traded.


 


(h) “Market
Price” means the highest traded price of the Common Stock during the one hundred fifty Trading Days prior to the
date of the respective Exercise Notice.


 


(i)
“Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal
Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on
which trading occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any
Business Day.


 


* * * * * * *


 






    7


     


    







 


IN WITNESS WHEREOF, the Company
has caused this Warrant to be duly executed as of the Issuance Date set forth above.


 


	 	JRSIS HEALTH CARE CORPORATION
	 	 	 
	 	Name:	Junsheng Zhang
	 	Title:	President




 



    


     


    







 


EXHIBIT A


 


EXERCISE NOTICE


 


(To be executed by the
registered holder to exercise this Common Stock Purchase Warrant)


 


THE UNDERSIGNED holder
hereby exercises the right to purchase ___________ of the shares of Common Stock (“Warrant Shares”) of JRSIS
Health Care Corporation, a Florida corporation (the “Company”), evidenced by the attached copy of the Common
Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Warrant.


 


	1.	Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made
as (check one):



 


		☐	a cash exercise with respect to ___________ Warrant Shares; or
		☐	by cashless exercise pursuant to the Warrant.



 


	2.	Payment of Exercise Price. If cash exercise is selected above, the
                                                 holder shall pay the applicable Aggregate Exercise Price in the sum of $___________ to the Company in accordance with the
                                                 terms of the Warrant.



 


	3.	Delivery of Warrant Shares. The Company shall deliver to the holder
                                                 ___________ Warrant Shares in accordance with the terms of the Warrant.



 


Dated:
______________ 


 


	 	 
	 	(Print Name of
    Registered Holder)



 


	 	By:	                                  
	 	Name:	 
	 	Title:	 


 



    


     


    

 


EXHIBIT B


 


ASSIGNMENT OF WARRANT


 


(To be signed only upon
authorized transfer of the Warrant)


 


FOR
VALUE RECEIVED, the undersigned hereby sells,
assigns, and transfers unto the right to purchase shares of common stock of JRSIS Health Care Corporation,
to which the within Common Stock Purchase Warrant relates and appoints , as attorney-in-fact, to transfer said right
on the books of JRSIS Health Care Corporation with full power of substitution and re-substitution in the premises. By accepting
such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant. 


 


Dated: ______________


 


	 	 
	 	(Signature) *
	 	 
	 	 
	 	(Name)
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Social Security or Tax Identification No.)




 


* The signature on this
Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular
without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other
entity, please indicate your position(s) and title(s) with such entity.