Exhibit 4.1


 


FORM OF UNDERWRITERS’ WARRANT


 


NEITHER THIS SECURITY NOR THE
SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE U.S. 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 UNLESS (I) SUCH SECURITIES HAVE BEEN
REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT
REGISTRATION UNDER THE SECURITIES ACT. 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.


 


THE REGISTERED
HOLDER OF THIS PURCHASE WARRANT BY HIS, HER OR ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE
WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN,
PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW)
TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR
(II) A BONA FIDE OFFICER OR PARTNER OF THE BENCHMARK COMPANY, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.


 


THIS PURCHASE
WARRANT IS NOT EXERCISABLE PRIOR TO [_____], 20211.
VOID AFTER 5:00 P.M., EASTERN TIME, [______], 20252.


 


COMMON STOCK
PURCHASE WARRANT


 


For the Purchase
of [●]Shares of Common Stock


of


Senmiao Technology
Limited


 


1. Purchase
Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of [THE BENCHMARK COMPANY, LLC] (“Holder”),
as registered owner of this Purchase Warrant, to Senmiao Technology Limited, a corporation governed by the laws of the state of
Nevada (the “Company”), Holder is entitled, at any time or from time to time from [____], 20213
(the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [______], 20254,
which will be the five-year anniversary of the closing date (such date, the “Effective Date”) of the offering
pursuant to which this warrant was issued (the “Expiration Date”), but not thereafter, to subscribe for, purchase
and receive, in whole or in part, up to [●] shares of common stock of the Company, par value $0.0001 per share (the “Shares”),
subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions
are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day
in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action
that would terminate this Purchase Warrant except as otherwise provided herein or with the Holder’s consent. This Purchase
Warrant is initially exercisable at $[___]5 per Share; provided, however,
that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase
Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as
therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise
price, depending on the context.


 





 






1 6 months from date of issuance. 

2 5 years from date of issuance.

3 6 months from date of issuance

4 5 years from date of issuance.

5 125% of offering price.









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2. Exercise.


 


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


 


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


 


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


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


 


	 	(i)	if the Company’s common stock is traded on a national securities exchange, the value shall be deemed to be the closing price on such exchange on the trading day immediately preceding the date on which Holder elects to exercise this Purchase Warrant, which shall be set for in the applicable notice of exercise; 
	 	 	 
	 	(ii)	
        if the Company’s common stock is
        traded over-the-counter, the value shall be deemed to be the closing bid price on the over-the-counter market immediately preceding
        date on which Holder elects to exercise this Purchase Warrant, which shall be set for in the applicable notice of exercise; or
        ;

	 	 	 
	 	(iii	) if there is no active public market, the value shall be the fair market value as determined in good faith by the Company’s Board of Directors.


 


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


 


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


 


2.4. Accredited
Investor. The Holder is an “accredited investor” as defined in Rule 501(a) under the Act, and is receiving the
Purchase Warrant pursuant to an exemption from the prospectus requirements of applicable securities laws.


 






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2.5. Resale
of Shares. Holder, by his, her or its acceptance hereof, and the Company, acknowledge that as of the date hereof the
Staff of the Division of Corporation Finance of the SEC has published Compliance & Disclosure Interpretation 528.04 in
the Securities Act Rules section thereof, stating that the holder of securities issued in connection with a public offering
may not rely upon Rule 144 promulgated under the Act to establish an exemption from registration requirements under Section
4(a)(1) under the Act, but may nonetheless apply Rule 144 constructively for the resale of such shares in the following
manner: (a) provided that six months has elapsed since the last sale under the registration statement, an underwriter or
finder may resell the securities in accordance with the provisions of Rule 144(c), (e), and (f), except for the notice
requirement; (b) a purchaser of the shares from an underwriter receives restricted securities unless the sale is made with an
appropriate, current prospectus, or unless the sale is made pursuant to the conditions contained in (a) above; (c) a
purchaser of the shares from an underwriter who receives restricted securities may include the underwriter’s holding
period, provided that the underwriter or finder is not an affiliate of the issuer; and (d) if an underwriter transfers the
shares to its employees, the employees may tack the firm’s holding period for purposes of Rule 144(d), but they must
aggregate sales of the distributed shares with those of other employees, as well as those of the underwriter or finder, for a
six-month period from the date of the transfer to the employees. Holder and the Company also acknowledge that the Staff of
the Division of Corporation Finance of the SEC has advised in various no-action letters that the holding period associated
with securities issued without registration to a service provider commences upon the completion of the services, which the
Company agrees and acknowledges shall be the closing of the Offering, and that Rule 144(d)(3)(ii) provides that securities
acquired from the issuer solely in exchange for other securities of the same issuer shall be deemed to have been acquired at
the same time as the securities surrendered for conversion (which the Company agrees is the date of the initial issuance of
this Purchase Warrant). In the event that following a request by Holder to transfer the Shares in accordance with Compliance
& Disclosure Interpretation 528.04, counsel for the Company reasonably concludes that Compliance & Disclosure
Interpretation 528.04 no longer may be relied upon as a result of changes in applicable laws, regulations, or interpretations
of the SEC Division of Corporation Finance, or as a result of judicial interpretations not known by the Company or its
counsel on the date hereof (either, a “Registration Trigger Event”), then the Company shall promptly, and
in any event within five (5) business days following the request, provide written notice to Holder of such determination. As
a condition to giving such notice, the Company shall offer Holder a single demand registration right pursuant to an agreement
in form acceptable to the Holder; provided that notwithstanding anything to the contrary, the obligations of the Company
pursuant to this Section 2.5 shall terminate on the fifth anniversary of the Effective Date. In the absence of such
conclusion by counsel for the Company, the Company shall, upon request of Holder given no earlier than six months after the
final closing of the Offering, instruct its transfer agent to permit the transfer of such shares in accordance with
Compliance & Disclosure Interpretation 528.04, provided that Holder has provided such documentation as shall be
reasonably be requested by the Company to establish compliance with the conditions of Compliance & Disclosure
Interpretation 528.04.


 


3. Transfer.


 


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


 


3.2. Restrictions
Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company
has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration
under the Act and applicable state securities laws, or (ii) a registration statement relating to the offer and sale of such securities
has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”)
and compliance with applicable state securities law has been established.


 






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4. Registration Rights.


 


4.1. Grant
of Right. The Holder shall have the right for a period of no more than two (2) years from the Effective Date to include the
Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”) as part of any other registration
of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the
Act or pursuant to Form S-8 or any equivalent form); provided, however, that if, solely in connection with any primary underwritten
public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose
a limitation on the number of shares of common stock which may be included in the Registration Statement because, in such underwriter(s)’
judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall
be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to
which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities
shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities
sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless
the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities
in such registration statement or are not entitled to pro rata inclusion with the Registrable Securities.


 


4.2. Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to this Section
4 hereof, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected
by the Holders to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration,
the Company shall furnish the then Holders of outstanding Registrable Securities with not less than ten (10) days written notice
prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for
each registration statement filed by the Company until such time as all of the Registrable Securities have been registered for
resale under the Act or sold by the Holder. The holders of the Registrable Securities shall exercise the “piggy-back”
rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention
to file a registration statement. Except as otherwise provided in this Purchase Warrant, there shall be no limit on the number
of times the Holder may request registration under this section; provided, however, that such “piggy-back” registration
rights shall terminate on the fifth (5th) anniversary of the Effective Date in accordance with FINRA Rule 5110(f)(2)(G)(v).


 


4.3. Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder
and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including
all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any
claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration
statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify
the Holder(s) pursuant to the underwriting agreement relating to such registration statement (the “Underwriting Agreement”).
The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns,
shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all reasonable
attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever)
to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf
of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement to the same
extent and with the same effect as the provisions contained in the Underwriting Agreement pursuant to which the underwriters have
agreed to indemnify the Company.


 


4.4. Exercise
of Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise
their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.


 






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4.5. Documents
Delivered to Holders. The Company shall deliver promptly to each Holder participating in the offering contemplate by
requesting the correspondence and memoranda described below and to the managing underwriter, if any, copies of all
correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with
the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such
investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration
statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation
shall include access to books, records and properties and opportunities to discuss the business of the Company with its
officers and independent auditors, all to such reasonable extent and at such reasonable times, during normal business hours,
as any such Holder shall reasonably request.


 


4.6. Underwriting
Agreement. If the Company shall enter into an underwriting agreement, pursuant to which Registrable Securities of a Holder
are being registered, such Holders shall not be required to make any representations or warranties to or agreements with the Company
or the underwriters except as they may relate to such Holders, their Shares and their intended methods of distribution.


 


4.7. Documents
to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing registration statement shall furnish
to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling
security holders.


 


5. New
Purchase Warrants to be Issued.


 


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


 


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


  


6. Adjustments.


 


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


 


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


 


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


 






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6.1.3. Replacement
of Securities Upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares
other than a change covered by Section 6.1.1 or Section 6.1.2 hereof or that solely affects
the par value of such Shares, or in the case of any share reconstruction or amalgamation or consolidation of the Company with
or into another corporation (other than a consolidation or share reconstruction or amalgamation in which the Company is the
continuing corporation and that does not result in any reclassification or reorganization of the outstanding Shares), or in
the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or
substantially as an entirety in connection with which the Company is dissolved, this Purchase Warrant shall, immediately
after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall
thereafter, in lieu of or in addition to (as the case may be) the number of Shares then exercisable under this Purchase
Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the
successor person resulting from such transaction to which the Holder would have been entitled upon such reorganization,
reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Purchase Warrant in
full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar
transaction and acquired the applicable number of Shares then issuable hereunder as a result of such exercise (without taking
into account any limitations or restrictions on the exercisability of this Purchase Warrant); and, in such case, appropriate
adjustment shall be made with respect to the Holder’s rights under this Purchase Warrant to insure that the provisions
of this Section 6.1.3 hereof shall thereafter be applicable, as nearly as possible, to this Purchase Warrant
in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Purchase Warrant
(including, in the case of any consolidation, merger, sale or similar transaction in which the successor or purchasing person
is other than the Company, an immediate adjustment in the Exercise Price to the value per common share reflected by the terms
of such consolidation, merger, sale or similar transaction, and a corresponding immediate adjustment to the number of Shares
acquirable upon exercise of this Purchase Warrant without regard to any limitations or restrictions on exercise, if the value
so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger, sale or similar
transaction). The provisions of this Section 6.1.3 shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, sales or similar transactions. The Company shall not effect any such
reorganization, reclassification, consolidation, merger, sale or similar transaction unless, prior to the consummation
thereof, the successor person (if other than the Company) resulting from such reorganization, reclassification,
consolidation, merger, sale or similar transaction, shall assume, by written instrument substantially similar in form and
substance to this Purchase Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of
stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon
exercise of this Purchase Warrant.


 


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


 


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


 


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


 






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


 


8. Certain
Notice Requirements.


 


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


 


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


 


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


 


8.4. Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall
be mailed (by U.S. nationally recognized overnight courier service), personally delivered or sent by facsimile transmission and
confirmed, or sent by email and shall be deemed given when so delivered or faxed and confirmed or if mailed, two (2) days Business
Days after such mailing or if sent by email, on the next Business Day following the transmission.: (i) if to the registered Holder
of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following
address or to such other address as the Company may designate by notice to the Holders:


 


Senmiao Technology Limited


16F, Shihao Square, Middle Jiannan Blvd.


High-Tech Zone, Chengdu


Sichuan, People’s Republic of China 610000


Attention: Xi Wen, Chief Executive Officer


Email: wenxi@ihongsen.com


 






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9. Miscellaneous.


 


9.1. Amendments.
The Company and Benchmark may from time to time supplement or amend this Purchase Warrant without the approval of any of the
Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or
inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising
hereunder that the Company and Benchmark may deem necessary or desirable and that the Company and Benchmark deem shall not
adversely affect the interest of the Holders. All other modifications or amendments shall require the written consent of and
be signed by the party against whom enforcement of the modification or amendment is sought.


 


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


 


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


 


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


 


9.5. Governing
Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. Each of the Company and the
Holder (by his, her or its acceptance hereof) hereby agrees that any action, proceeding or claim against it arising out of, or
relating in any way to this Purchase Warrant shall be brought and enforced in the New York Supreme Court, County of New York, or
in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. Each of the Company and the Holder (by his, her or its acceptance hereof) hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the
Company or the Holder may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall
be legal and binding upon the Company and the Holder in any action, proceeding or claim. Each of the Company and the Holder agrees
that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable
attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.
Each of the Company and the Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right
to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.


 


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


 


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


 


[Signature Page
Follows]


 






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IN WITNESS WHEREOF,
the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the [__] day of August, 2020.


 


Senmiao Technology Limited


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 






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[Form to be
used to exercise Purchase Warrant]


 


NOTICE OF EXERCISE



 


Date:                                


 


The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for [●]shares of common stock, par value $0.001 per
share (the “Shares”), of Senmiao Technology Limited, a corporation governed by the laws of the state of Nevada
(the “Company”), and hereby makes payment of $ (at the rate of $[●] per Share) in payment of the Exercise
Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions
given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not
been exercised.


 


or


 


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


 


X       =       Y(A-B)    


                       A


Where,                    




 


	 	X	=	 	The number of Shares to be issued to Holder;	 
	 	Y	=	 	The number of Shares for which the Purchase Warrant is being exercised;	 
	 	A	=	 	The fair market value of one Share which is equal to $[●]; and	 
	 	B	=	 	The Exercise Price which is equal to $[●] per Share	 
	 	 	 	 	 	 


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


 


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


 


Signature


 


Signature Guaranteed


 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


	 	 	 
	Name:	 	 
	 	(Print in Block Letters)	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


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


 






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[Form to be used to assign Purchase Warrant]


 


ASSIGNMENT


 


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


 


FOR
VALUE RECEIVED, [●] does hereby sell, assign and transfer unto [ ] the right to purchase shares of common stock, par value
$0.0001 per share, of Senmiao Technology Limited, a corporation governed by the laws of the state of Nevada (the “Company”),
evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company.


 


Dated                                            


 


Signature


 


Signature Guaranteed


 


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


 



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