Exhibit 4.3


 


[FORM OF SERIES [A][B] WARRANT]


 


THE
NUMBER OF ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT
TO SECTION 1(a) OF THIS WARRANT.


 


China Lending Corporation


 


Warrant To Purchase Ordinary
Shares


 


Warrant No.:  [A][B] -


 


Date of Issuance: July __, 2018 (“Issuance
Date”)


 


China Lending Corporation,
a company organized under the laws of the British Virgin Islands (the “Company”), hereby certifies that, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [BUYER],
the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set
forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant
to Purchase Ordinary Shares (including any Warrants to Purchase Ordinary Shares issued in exchange, transfer or replacement hereof,
the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time,
on the Expiration Date (as defined below), _________________ (subject to adjustment as provided herein) fully paid and non-assessable
Ordinary Shares (as defined below) (the “Warrant Shares”, and such aggregate number of Warrant Shares, the “Warrant
Number”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in
Section 17. This Warrant is one of the Warrants to Purchase Ordinary Shares (the “Registered Warrants”)
issued pursuant to (i) Section 1 of that certain Securities Purchase Agreement, dated as of July 5, 2018 (the “Subscription
Date”), by and among the Company and the investors (the “Buyers”) referred to therein, as amended
from time to time (the “Securities Purchase Agreement”), (ii) the Company’s Registration Statement on
Form F-3 (File number 333-223465) (the “Registration Statement”) and (iii) the Company’s prospectus supplement
dated as of July 6, 2018.


 


[INSERT IN SERIES B
WARRANT ONLY: Notwithstanding anything herein to the contrary, the Aggregate Exercise Price (as defined below) of this Warrant,
except for a nominal exercise price of $0.001 per Warrant Share, was pre-funded to the Company on or prior to the initial Issuance
Date and, consequently, no additional consideration (other than the nominal exercise price of $0.001 per Warrant Share) shall be
required to be paid by the Holder to any Person to effect any exercise of this Warrant.]


 



     


     


    

 


1.
EXERCISE OF WARRANT.


 


(a) Mechanics of
Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)),
this Warrant may be exercised by the Holder on any day on or after the Issuance Date (an “Exercise Date”), in
whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit
A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading
Day following an exercise of this Warrant as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the
Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant was so
exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the
Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined
in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise
hereunder. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same
effect as cancellation of the original of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining
number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have
the same effect as cancellation of the original of this Warrant after delivery of the Warrant Shares in accordance with the terms
hereof. On or before the first (1st) Trading Day following the date on which the Company has received an Exercise Notice,
the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Exercise Notice,
in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent (the “Transfer
Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Exercise Notice in
accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received
such Exercise Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for
the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Date), the Company shall (i) provided that
the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer
Program, upon the request of the Holder, credit such aggregate number of Ordinary Shares to which the Holder is entitled pursuant
to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian
system, or (ii) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, upon the request
of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Exercise Notice, a certificate,
registered in the name of the Holder or its designee, for the number of Ordinary Shares to which the Holder shall be entitled pursuant
to such exercise. Upon delivery of an Exercise Notice, 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 such Warrant
Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares
(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) 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 and upon surrender of this Warrant to the Company by the Holder, then, at the request of the Holder, the Company
shall as soon as practicable and in no event later than two (2) Business Days after any exercise and at its own expense, issue
and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) 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. No fractional Ordinary Shares are to be issued upon the exercise of this Warrant,
but rather the number of Ordinary Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any
and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the
Transfer Agent) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.
Notwithstanding the foregoing, except in the case where an exercise of this Warrant is validly made pursuant to a Cashless Exercise,
the Company’s failure to deliver Warrant Shares to the Holder on or prior to the later of (A) two (2) Trading Days after
receipt of the applicable Exercise Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule
or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Date) and (B) one (1) Trading
Day after the Company’s receipt of the Aggregate Exercise Price (or valid notice of a Cashless Exercise) (such later date,
the “Share Delivery Date”) shall not be deemed to be a breach of this Warrant. From the Issuance Date through
and including the Expiration Date, the Company shall maintain a transfer agent that participates in the DTC’s Fast Automated
Securities Transfer Program. [INSERT IN SERIES B WARRANT ONLY: Notwithstanding any provision of this Warrant to the contrary, no
more than the Maximum Eligibility Number of Warrant Shares shall be exercisable hereunder.]


 



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(b) Exercise Price.
For purposes of this Warrant, “Exercise Price” means $2.60, subject to adjustment as provided herein.


 


(c) Company’s
Failure to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason, on or prior to the Share
Delivery Date, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, to
issue and deliver to the Holder (or its designee) a certificate for the number of Warrant Shares to which the Holder is entitled
and register such Warrant Shares on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast
Automated Securities Transfer Program, to credit the balance account of the Holder or the Holder’s designee with DTC for
such number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise of this Warrant (as the case may
be) or (II) if the Registration Statement (or prospectus contained therein) covering the issuance of the Warrant Shares that are
the subject of the Exercise Notice (the “Unavailable Warrant Shares”) is not available for the issuance of such
Unavailable Warrant Shares and the Company fails to promptly (x) so notify the Holder and (y) deliver the Warrant Shares electronically
without any restrictive legend by crediting such aggregate number of Warrant Shares to which the Holder is entitled pursuant to
such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian
system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure”
and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other
remedies available to the Holder, if on or prior to the Share Delivery Date either (I) the Transfer Agent is not participating
in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver to the Holder (or its designee)
a certificate and register such Ordinary Shares on the Company’s share register or, if the Transfer Agent is participating
in the DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to credit the balance account of the Holder
or the Holder’s designee with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s
exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below or (II) a Notice Failure occurs,
and if on or after such Share Delivery Date the Holder purchases (in an open market transaction or otherwise) Ordinary Shares to
deliver in satisfaction of a sale by the Holder of all or any portion of the number of Ordinary Shares issuable upon such exercise
that the Holder is entitled to receive from the Company (a “Buy-In”), then, in addition to all other remedies
available to the Holder, the Company shall, within two (2) Business Days after the Holder’s request and in the Holder’s
discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage
commissions and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased (including, without limitation, by any
other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s
obligation to so issue and deliver such certificate (and to issue such Ordinary Shares) or credit the balance account of such Holder
or such Holder’s designee, as applicable, with DTC for the number of Warrant Shares to which the Holder is entitled upon
the Holder’s exercise hereunder (as the case may be) (and to issue such Warrant Shares) shall terminate, or (ii) promptly
honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Warrant Shares or credit
the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Warrant Shares to
which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) and pay cash to the Holder in an amount
equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Warrant Shares multiplied by (B) the lowest
Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Exercise
Notice and ending on the date of such issuance and payment under this clause (ii) (the “Buy-In Payment Amount”).
Nothing shall limit the 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 certificates representing Ordinary Shares (or to electronically deliver such Ordinary Shares) upon the exercise of this
Warrant as required pursuant to the terms hereof. While this Warrant is outstanding, the Company shall cause its transfer agent
to participate in the DTC Fast Automated Securities Transfer Program. In addition to the foregoing rights, (i) if the Company fails
to deliver the applicable number of Warrant Shares upon an exercise pursuant to Section 1 by the applicable Share Delivery Date,
then the Holder shall have the right to rescind such exercise in whole or in part and retain and/or have the Company return, as
the case may be, any portion of this Warrant that has not been exercised pursuant to such Exercise Notice; provided that the rescission
of an exercise shall not affect the Company’s obligation to make any payments that have accrued prior to the date of such
notice pursuant to this Section 1(c) or otherwise, and (ii) if a registration statement (which may be the Registration Statement)
covering the issuance or resale of the Warrant Shares that are subject to an Exercise Notice is not available for the issuance
or resale, as applicable, of such Exercise Notice Warrant Shares and the Holder has submitted an Exercise Notice prior to receiving
notice of the non-availability of such registration statement and the Company has not already delivered the Warrant Shares underlying
such Exercise Notice electronically without any restrictive legend by crediting such aggregate number of Warrant Shares to which
the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through
its Deposit / Withdrawal At Custodian system, the Holder shall have the option, by delivery of notice to the Company, to (x) rescind
such Exercise Notice in whole or in part and retain or have returned, as the case may be, any portion of this Warrant that has
not been exercised pursuant to such Exercise Notice; provided that the rescission of an Exercise Notice shall not affect the Company’s
obligation to make any payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise,
and/or (y) switch some or all of such Exercise Notice from a cash exercise to a Cashless Exercise.


 



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(d) Cashless Exercise.
Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), [INSERT IN SERIES A WARRANT ONLY:
if at the time of exercise hereof the Registration Statement is not effective (or the prospectus contained therein is not available
for use) for the issuance of all of the Warrant Shares, then] the Holder may, in its sole discretion, exercise this Warrant in
whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in
payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of Warrant Shares
determined according to the following formula (a “Cashless Exercise”):


 


Net Number = (A x B) - (A x C)


B


 


For purposes of the foregoing
formula:


 


A= the total number of shares with
respect to which this Warrant is then being exercised.


 


B = as applicable: (i) the VWAP
of the Ordinary Shares on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice
is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both executed
and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular trading hours”
(as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid
Price of the Ordinary Shares as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise
Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter
(including within two (2) hours after the close of regular trading hours) pursuant to Section 1(a) hereof, or (iii) the VWAP
of the Ordinary Shares on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such
Exercise Notice is both executed and delivered pursuant to Section 1(a) hereof after the close of “regular trading hours”
on such Trading Day.


 


C = [INSERT
IN SERIES A WARRANT ONLY: the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.][INSERT
IN SERIES B WARRANT ONLY: $0.001 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar
events).]


 


If the Warrant Shares
are issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the
Warrant Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated
under the 1933 Act, as in effect on the Subscription Date, it is intended that the Warrant Shares issued in a Cashless Exercise
shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced,
on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement.


 


(e) Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares
to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are
not disputed and resolve such dispute in accordance with Section 13.


 



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(f) Limitations
on Exercises. The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right
to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null
and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other
Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the
Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate
number of Ordinary Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary
Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon exercise of this Warrant
with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares which would be issuable
upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution
Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including,
without limitation, any convertible notes or convertible preferred shares or warrants, including other Registered Warrants) beneficially
owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation
contained in this Section 1(f)(i). For purposes of this Section 1(f)(i), beneficial ownership shall be calculated in accordance
with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding Ordinary Shares the Holder may acquire
upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary
Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F, Report of Foreign Issuer on Form 6-K or
other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written
notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding (the “Reported
Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number
of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing
of the number of Ordinary Shares then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s
beneficial ownership, as determined pursuant to this Section 1(f)(i), to exceed the Maximum Percentage, the Holder must notify
the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which
such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall
return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written
or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail
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 and any other
Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance
of Ordinary Shares to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed
to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined
under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’
aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and
void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon
as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the
Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder
may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of
such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided
that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such
notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution
Parties and not to any other holder of Registered Warrants that is not an Attribution Party of the Holder. For purposes of clarity,
the Ordinary Shares issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be
beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No
prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions
of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to the extent necessary
to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial
ownership limitation contained in this Section 1(f)(i) or to make changes or supplements necessary or desirable to properly give
effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of
this Warrant.


 






    	 	5	 



     


    

 


(g) Reservation
of Shares.


 


(i) Required
Reserve Amount. So long as this Warrant remains outstanding, the Company shall at all times keep reserved for issuance under
this Warrant a number of Ordinary Shares at least equal to 120% of the maximum number of Ordinary Shares as shall be necessary
to satisfy the Company’s obligation to issue Ordinary Shares under the Registered Warrants then outstanding (without regard
to any limitations on exercise) (the “Required Reserve Amount”); provided that at no time shall the number of
Ordinary Shares reserved pursuant to this Section 1(g)(i) be reduced other than proportionally in connection with any exercise
or redemption of Registered Warrants or such other event covered by Section 2(a) below. The Required Reserve Amount (including,
without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Registered
Warrants based on number of Ordinary Shares issuable upon exercise of Registered Warrants held by each holder on the Closing Date
(without regard to any limitations on exercise) or increase in the number of reserved shares, as the case may be (the “Authorized
Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Registered
Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Ordinary
Shares reserved and allocated to any Person which ceases to hold any Registered Warrants shall be allocated to the remaining holders
of Registered Warrants, pro rata based on the number of Ordinary Shares issuable upon exercise of the Registered Warrants then
held by such holders (without regard to any limitations on exercise).


 



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(ii) Insufficient
Authorized Shares. If, notwithstanding Section 1(g)(i) above, and not in limitation thereof, at any time while any of the Registered
Warrants remain outstanding, the Company does not have a sufficient number of authorized and unreserved Ordinary Shares to satisfy
its obligation to reserve the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall
as promptly as practicable take all action reasonably necessary to increase the Company’s authorized Ordinary Shares to an
amount sufficient to allow the Company to reserve the Required Reserve Amount for all the Registered Warrants then outstanding.
Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized
Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall
hold a meeting of its shareholders for the approval of an increase in the number of authorized Ordinary Shares. In connection with
such meeting, the Company shall provide each shareholder with a proxy statement and shall use its reasonable best efforts to solicit
its shareholders’ approval of such increase in authorized Ordinary Shares and to cause its board of directors to recommend
to the shareholders that they approve such proposal. In the event that the Company is prohibited from issuing Ordinary Shares upon
an exercise of this Warrant due to the failure by the Company to have sufficient Ordinary Shares available out of the authorized
but unissued Ordinary Shares (such unavailable number of Ordinary Shares, the “Authorization Failure Shares”),
in lieu of delivering such Authorization Failure Shares to the Holder, the Company shall pay cash in exchange for the cancellation
of such portion of this Warrant exercisable into such Authorization Failure Shares at a price equal to the sum of (i) the product
of (x) such number of Authorization Failure Shares and (y) the greatest Closing Sale Price of the Ordinary Shares on any Trading
Day during the period commencing on the date the Holder delivers the applicable Exercise Notice with respect to such Authorization
Failure Shares to the Company and ending on the date of such issuance and payment under this Section 1(f); and (ii) to the extent
the Holder purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Holder
of Authorization Failure Shares, any Buy-In Payment Amount, brokerage commissions and other out-of-pocket expenses, if any, of
the Holder incurred in connection therewith. Nothing contained in this Section 1(g)(ii) shall limit any obligations of the Company
under any provision of the Securities Purchase Agreement.


 


2.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price
and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in
this Section 2.


 


(a) Share Dividends
and Splits. Without limiting any provision of Section 2(b), Section 3 or Section 4, if the Company, at any time on
or after the Subscription Date, (i) pays a share dividend on one or more classes of its then outstanding Ordinary Shares or otherwise
makes a distribution on any class of share capital that is payable in Ordinary Shares, (ii) subdivides (by any share split, share
dividend, recapitalization or otherwise) one or more classes of its then outstanding Ordinary Shares into a larger number of shares
or (iii) combines (by combination, reverse share split or otherwise) one or more classes of its then outstanding Ordinary Shares
into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator
shall be the number of Ordinary Shares outstanding immediately before such event and of which the denominator shall be the number
of Ordinary Shares outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall
become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution,
and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date
of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an
Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect
such event.


 



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(b) [INSERT IN SERIES
A WARRANT ONLY: Adjustment Upon Issuance of Ordinary Shares. If and whenever on or after the Subscription Date, the Company
issues or sells, or in accordance with this Section 2 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 Excluded Securities 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 2(b)), the following shall be applicable:


 


(i) Issuance
of Options. If the Company in any manner grants or sells 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
or sale of such Option for such price per share. For purposes of this Section 2(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 or sale 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 or sale 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 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 of such Convertible Securities for such price per share.
For the purposes of this Section 2(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 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 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 2(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 2(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 2(b)(iii), if the terms of any Option or Convertible Security that was outstanding as of
the Subscription 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 2(b) shall be made if
such adjustment would result in an increase of the Exercise Price then in effect.


 



    	 	9	 



     


    

 


(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”),
together comprising one integrated transaction, (or one or more transactions if such issuances or sales or deemed issuances or
sales of securities of the Company either (A) have at least one investor or purchaser in common, (B) are consummated in reasonable
proximity to each other and/or (C) are consummated under the same plan of financing) the aggregate consideration per Ordinary Share
with respect to such Primary Security shall be deemed to be equal to the difference of (x) the lowest price per share for which
one Ordinary Share was issued (or was deemed to be issued pursuant to Section 2(b)(i) or 2(b)(ii) above, as applicable) in such
integrated transaction solely with respect to such Primary Security, minus (y) with respect to such Secondary Securities, the sum
of (I) the Black Scholes Consideration Value of each such Option, if any, (II) the fair market value (as determined by the Holder
in good faith) or the Black Scholes Consideration Value, as applicable, of such Adjustment Right, if any, and (III) the fair market
value (as determined by the Holder) of such Convertible Security, if any, in each case, as determined on a per share basis in accordance
with this Section 2(b)(iv); provided, that if the consideration per Common Share determined above would result in a value less
than $0.001 per Ordinary Share, then such value per Ordinary Share shall be deemed to be $0.001 (in each case, as adjusted for
share splits, share combinations, share dividends, recapitalizations and similar events). 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 (for the purpose
of determining the consideration paid for such Ordinary Shares, Option or Convertible Security, but not for the purpose of the
calculation of the Black Scholes Consideration Value) 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 (for the purpose of determining the consideration paid for such Ordinary Shares,
Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) 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 (for the purpose of determining the consideration paid for such Ordinary Shares, Option or
Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) 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.


 



    	 	10	 



     


    

 


(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). ][INSERT IN SERIES B WARRANT
ONLY: [Intentionally omitted]]


 


(c) Number of Warrant
Shares. Simultaneously with any adjustment to the Exercise Price pursuant to Section 2(a) above, the number of Warrant
Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such
adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate
Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein).][INSERT
IN SERIES B WARRANT ONLY: At the Adjustment Measuring Time, the number of Ordinary Shares issuable upon exercise of this Warrant
shall be adjusted (upward or downward, as applicable) to the Adjustment Share Amount].


 


(d) [INSERT IN SERIES
A WARRANT ONLY: Holder’s Right of Alternative Exercise Price Following Issuance of Certain Options or Convertible Securities.
In addition to and not in limitation of the other provisions of this Section 2, if the Company in any manner issues or sells
or enters into any agreement to issue or sell, any Ordinary Shares, Options or Convertible Securities (any such securities, “Variable
Price Securities”) after the Subscription Date that are issuable pursuant to such agreement or convertible into or exchangeable
or exercisable for Ordinary Shares at a price which varies or may vary with the market price of the Ordinary Shares, including
by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary anti-dilution provisions
(such as share splits, share combinations, share dividends and similar transactions) (each of the formulations for such variable
price being herein referred to as, the “Variable Price”), the Company shall provide written notice thereof via
facsimile and overnight courier to the Holder promptly following the date of such agreement and the issuance of such Convertible
Securities or Options. From and after the date the Company enters into such agreement or issues any such Variable Price Securities,
the Holder shall have the right, but not the obligation, in its sole discretion to substitute the Variable Price for the Exercise
Price upon exercise of this Warrant by designating in the Exercise Notice delivered upon any exercise of this Warrant that solely
for purposes of such exercise the Holder is relying on the Variable Price rather than the Exercise Price then in effect. The Holder’s
election to rely on a Variable Price for a particular exercise of this Warrant shall not obligate the Holder to rely on a Variable
Price for any future exercises of this Warrant.] [INSERT IN SERIES B WARRANT ONLY: [Intentionally omitted]]


 



    	 	11	 



     


    

 


(e) [INSERT IN SERIES
A WARRANT ONLY: Share Combination Event Adjustment. If at any time and from time to time on or after the Issuance Date there
occurs any share split, share dividend, share combination, recapitalization or other similar transaction involving the Ordinary
Shares (each, a “Share Combination Event”, and such date thereof, the “Share Combination Event Date”)
and the Event Market Price is less than the Exercise Price then in effect (after giving effect to the adjustment in clause 2(a)
above), then on the sixteenth (16th) Trading Day immediately following such Share Combination Event, the Exercise Price then in
effect on such sixteenth (16th) Trading Day (after giving effect to the adjustment in clause (b) above) shall be reduced (but in
no event increased) to the Event Market Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence
would otherwise result in an increase in the Exercise Price hereunder, no adjustment shall be made.] [INSERT IN SERIES B WARRANT
ONLY: [Intentionally omitted]]


 


(f) Other Events.
In the event that the Company (or any Subsidiary (as defined in the Securities Purchase Agreement)) shall take any action to which
the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or
if any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions
(including, without limitation, the granting of share appreciation rights, phantom share rights or other rights with equity features),
then the Company’s board of directors shall in good faith determine and implement an appropriate adjustment in the Exercise
Price and the number of Warrant Shares (if applicable) so as to protect the rights of the Holder, provided that no such adjustment
pursuant to this Section 2(e) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined
pursuant to this Section 2, provided further that if the Holder does not accept such adjustments as appropriately protecting its
interests hereunder against such dilution, then the Company’s board of directors and the Holder shall agree, in good faith,
upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose determination
shall be final and binding absent manifest error and whose fees and expenses shall be borne by the Company.


 


(g) Calculations.
All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th of a
share, as applicable. The number of Ordinary Shares outstanding at any given time shall not include shares owned or held by or
for the account of the Company, and the disposition of any such shares shall be considered an issuance or sale of Ordinary Shares.


 


(h) [INSERT IN SERIES
A WARRANT ONLY: Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant, subject to
the prior approval of the Principal Market and the prior written consent of the Required Holders (as defined in the Securities
Purchase Agreement), 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.] [INSERT IN SERIES B WARRANT ONLY: [Intentionally omitted]]


 


(i) [INSERT IN SERIES
A WARRANT ONLY: Adjustment If as of the close of business on [          
]1(the “Measuring Date”), the Exercise Price then in effect exceeds the Market Price as of such
Measuring Date (the “Adjusted Exercise Price”), at 12:01 AM, New York city time, on [          
]2 the Exercise Price hereunder shall be automatically reduced to the Adjusted Exercise Price.] INSERT IN SERIES B
WARRANT ONLY: [Intentionally omitted]]


 


 


 


 


 






	1	Insert Trading Day immediately prior to six month anniversary of the Issuance Date




	2	Insert six month anniversary of the Issuance Date




 



    	 	12	 



     


    

 


3.
RIGHTS UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, 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, options, evidence of indebtedness or any other assets 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 or restrictions on exercise of this Warrant, including without limitation,
the Maximum Percentage) immediately before the date on 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, that to the extent that the Holder’s right to participate in any such Distribution would result in the
Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate
in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such Ordinary
Shares as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution
shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result
in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted
such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held
similarly in abeyance) to the same extent as if there had been no such limitation).


 


4.
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a) Purchase Rights.
In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells any Options,
Convertible Securities or rights to purchase shares, warrants, securities or other property pro rata to the record holders of any
class of Ordinary Shares (the “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 or restrictions
on exercise of this Warrant, including without limitation, the Maximum Percentage) 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, issuance or sale of such Purchase Rights (provided, however,
that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other
Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right
to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such Ordinary Shares as a result
of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall
be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the
Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such
right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly
in abeyance) to the same extent as if there had been no such limitation).


 



    	 	13	 



     


    

 


(b) Fundamental
Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless (i)  the Successor Entity
assumes in writing all of the obligations of the Company under this Warrant and the other Transaction Documents (as defined in
the Securities Purchase Agreement) in accordance with the provisions of this Section 4(b) pursuant to written agreements in
form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements
to 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, including, without limitation, which is exercisable for a corresponding number of
shares of share capital 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 shares of share capital (but taking into account the relative value of the Ordinary Shares
pursuant to such Fundamental Transaction and the value of such shares of share capital, such adjustments to the number of shares
of 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 (ii) the Successor Entity (including its Parent Entity) is a publicly
traded corporation whose common equity or ordinary shares, as applicable, is quoted on or listed for trading on an Eligible Market.
Upon the consummation of each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from
and after the date of the applicable 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. Upon consummation of each Fundamental Transaction,
the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time
after the consummation of the applicable Fundamental Transaction, in lieu of the Ordinary Shares (or other securities, cash, assets
or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable
thereafter)) issuable upon the exercise of this Warrant prior to the applicable Fundamental Transaction, such shares of publicly
traded common equity (or its equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been
entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior
to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted in accordance
with the provisions of this Warrant. Notwithstanding the foregoing, and without limiting Section 1(f) hereof, the Holder may elect,
at its sole option, by delivery of written notice to the Company to waive this Section 4(b) to permit the Fundamental Transaction
without the assumption of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the consummation
of each Fundamental Transaction pursuant to which holders of Ordinary Shares are entitled to receive securities or other assets
with respect to or in exchange for Ordinary Shares (a “Corporate Event”), the Company shall make appropriate
provision to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after
the consummation of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the Ordinary Shares (or
other securities, cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which
shall continue to be receivable thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such
shares, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights)
which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant
been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of
this Warrant). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the
Holder.


 



    	 	14	 



     


    

 


(c) Black Scholes
Value. Notwithstanding the foregoing and the provisions of Section 4(b) above, at the request of the Holder delivered
at any time commencing on the earliest to occur of (x) the public disclosure of any Fundamental Transaction, (y) the consummation
of any Fundamental Transaction and (z) the Holder first becoming aware of any Fundamental Transaction through the date that is
ninety (90) days after the public disclosure of the consummation of such Fundamental Transaction by the Company pursuant to a Report
of Foreign Issuer on Form 6-K filed with the SEC, the Company or the Successor Entity (as the case may be) shall purchase this
Warrant from the Holder on the date of such request by paying to the Holder cash in an amount equal to the Black Scholes Value.
Payment of such amounts shall be made by the Company (or at the Company’s direction) to the Holder on or prior to the later
of (x) the second (2nd) Trading Day after the date of such request and (y) the date of consummation of such Fundamental
Transaction.


 


(d) Application.
The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events
and shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitations
on the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit of the Maximum Percentage,
applied however with respect to shares of share capital registered under the 1934 Act and thereafter receivable upon exercise of
this Warrant (or any such other warrant)).


 


5.
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company
will not, by amendment of its Memorandum of Association (as defined in the Securities Purchase Agreement), Articles of Association
(as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme
of arrangement, dissolution, issuance 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 reasonably required to protect the rights of the Holder. Without limiting the generality of the
foregoing, the Company (a) shall not increase the par value of any Ordinary Shares receivable upon the exercise of this Warrant
above the Exercise Price then in effect, and (b) 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 Ordinary Shares upon the exercise of this Warrant. Notwithstanding
anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Issuance Date, the Holder is not permitted
to exercise this Warrant in full for any reason (other than pursuant to restrictions set forth in Section 1(f) hereof), the Company
shall use its reasonable best efforts to promptly remedy such failure, including, without limitation, obtaining such consents
or approvals as necessary to permit such exercise into Ordinary Shares.


 



    	 	15	 



     


    

 


6.
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically
provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends
or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed
to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company
or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of shares, reclassification
of shares, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights,
or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise
of this Warrant. 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 shareholder of the Company, whether such liabilities
are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the
Holder with copies of the same notices and other information given to the shareholders of the Company generally, contemporaneously
with the giving thereof to the shareholders.


 


7.
REISSUANCE OF WARRANTS.


 


(a) Transfer of
Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company
will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered
as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and,
if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance
with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 


(b) Lost, Stolen
or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall suffice as
such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company
in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall
execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant
Shares then underlying this Warrant.


 



    	 	16	 



     


    

 


(c) Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase
the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such
portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for
fractional Ordinary Shares shall be given.


 


(d) Issuance of
New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
(i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to
purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a)
or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of Ordinary Shares underlying the
other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant),
(iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv)
shall have the same rights and conditions as this Warrant.


 


8.
NOTICES. Whenever notice is required to be given under this Warrant,
unless otherwise provided herein, such notice shall be given in accordance with Section 9(f) of the Securities Purchase Agreement.
The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant (other than the
issuance of Ordinary Shares upon exercise in accordance with the terms hereof), including in reasonable detail a description of
such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to
the Holder (i) immediately upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable
detail, and certifying, the calculation of such adjustment(s), (ii) at least ten Trading 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 Ordinary Shares, (B) with respect
to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase shares, warrants, securities or
other property to holders of Ordinary Shares 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, and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental
Transaction. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding
the Company or any of its Subsidiaries, the Company shall simultaneously file such notice with the SEC (as defined in the Securities
Purchase Agreement) pursuant to a Report of Foreign Issuer on Form 6-K. If the Company or any of its Subsidiaries provides material
non-public information to the Holder that is not simultaneously filed in a Report of Foreign Issuer on Form 6-K and the Holder
has not agreed to receive such material non-public information, the Company hereby covenants and agrees that the Holder shall
not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees,
affiliates or agents with respect to, or a duty to any of the foregoing not to trade on the basis of, such material non-public
information. It is expressly understood and agreed that the time of execution specified by the Holder in each Exercise Notice
shall be definitive and may not be disputed or challenged by the Company.


 


9.
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions
of this Warrant (other than Section 1(f)) may be amended and the Company may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder. No
waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.


 






    	 	17	 



     


    

 


10.
SEVERABILITY. If any provision of this Warrant is prohibited by law or
otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be
prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable,
and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant
so long as this Warrant as so modified continues to express, without material change, the original intentions of the parties as
to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not
substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the
benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the
prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to
that of the prohibited, invalid or unenforceable provision(s).


 


11.
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 in Section 9(f)
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 Loeb & Loeb LLP, 345 Park
Ave #18, New York, NY 10154, Attention: [ ] 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 British
Virgin 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 British Virgin 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 requirements. The Company or any of their respective properties, assets or revenues does not have any right of
immunity under British Virgin 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 any British Virgin 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	 



     


    

 


12.
CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted
by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant
are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant. Terms used in this
Warrant but defined in the other Transaction Documents shall have the meanings ascribed to such terms on the Closing Date (as
defined in the Securities Purchase Agreement) in such other Transaction Documents unless otherwise consented to in writing by
the Holder.


 


13.
DISPUTE RESOLUTION.


 


(a) Submission to
Dispute Resolution.


 


(i) In the
case of a dispute relating to the Exercise Price, the Closing Sale Price, the Bid Price, Black Scholes Consideration Value, Black
Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including,
without limitation, a dispute relating to the determination of any of the foregoing), the Company or the Holder (as the case may
be) shall submit the dispute to the other party via facsimile (A) if by the Company, within two (2) Business Days after the occurrence
of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances
giving rise to such dispute. If the Holder and the Company are unable to promptly resolve such dispute relating to such Exercise
Price, such Closing Sale Price, such Bid Price, such Black Scholes Consideration Value, Black Scholes Value or such fair market
value or such arithmetic calculation of the number of Warrant Shares (as the case may be), at any time after the second (2nd)
Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or
the Holder (as the case may be), then the Holder may, at its sole option, select an independent, reputable investment bank to resolve
such dispute.




 



    	 	19	 



     


    

 


(ii) 
The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered
in accordance with the first sentence of this Section 13 and (B) written documentation supporting its position with respect to
such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following
the date on which the Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents
referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute
Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the
Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute
Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other
support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on
the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless
otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither the Company
nor the Holder shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection
with such dispute (other than the Required Dispute Documentation).


 


(iii) 
The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company
and the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The
fees and expenses of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of
such dispute shall be final and binding upon all parties absent manifest error.


 


(b) Miscellaneous. The Company expressly acknowledges and agrees that (i) this Section 13 constitutes an agreement to
arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under the rules then in effect under §
7501, et seq. of the New York Civil Practice Law and Rules (“CPLR”) and that the Holder is authorized to apply
for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 13, (ii) a dispute
relating to the Exercise Price includes, without limitation, disputes as to (A) whether an issuance or sale or deemed issuance
or sale of Ordinary Shares occurred under Section 2(b), (B) the consideration per share at which an issuance or deemed issuance
of Ordinary Shares occurred, (C) whether any issuance or sale or deemed issuance or sale of Ordinary Shares was an issuance or
sale or deemed issuance or sale of Excluded Securities, (D) whether an agreement, instrument, security or the like constitutes
and Option or Convertible Security and (E) whether a Dilutive Issuance occurred, (iii) the terms of this Warrant and each other
applicable Transaction Document shall serve as the basis for the selected investment bank’s resolution of the applicable
dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the
like that such investment bank determines are required to be made by such investment bank in connection with its resolution of
such dispute (including, without limitation, determining (A) whether an issuance or sale or deemed issuance or sale of Ordinary
Shares occurred under Section 2(b), (B) the consideration per share at which an issuance or deemed issuance of Ordinary Shares
occurred, (C) whether any issuance or sale or deemed issuance or sale of Ordinary Shares was an issuance or sale or deemed issuance
or sale of Excluded Securities, (D) whether an agreement, instrument, security or the like constitutes and Option or Convertible
Security and (E) whether a Dilutive Issuance occurred) and in resolving such dispute such investment bank shall apply such findings,
determinations and the like to the terms of this Warrant and any other applicable Transaction Documents, (iv) the Holder (and only
the Holder), in its sole discretion, shall have the right to submit any dispute described in this Section 13 to any state or federal
court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 13 and
(v) nothing in this Section 13 shall limit the Holder from obtaining any injunctive relief or other equitable remedies (including,
without limitation, with respect to any matters described in this Section 13).


 



    	 	20	 



     


    




 


14. REMEDIES, CHARACTERIZATION,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in
addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity
(including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the
Holder to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Warrant.
The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as
expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the like (and the
computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be
subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of
its obligations hereunder may cause irreparable harm to the Holder and that the remedy at law for any such breach may be
inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this
Warrant may be entitled, in addition to all other available remedies, to specific performance and/or temporary, preliminary
and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the
necessity of proving actual damages and without posting a bond or other security. The Company shall provide all information
and documentation to the Holder that is reasonably requested by the Holder to enable the Holder to confirm the
Company’s compliance with the terms and conditions of this Warrant (including, without limitation, compliance with
Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this
Warrant shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect thereof,
provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in
the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.


 






    	 	21	 



     


    

 


15. 
PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Warrant
is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or
the holder otherwise takes action to collect amounts due under this Warrant or to enforce the provisions of this Warrant or (b)
there occurs any bankruptcy, reorganization, receivership of the company or other proceedings affecting company creditors’
rights and involving a claim under this Warrant, then the Company shall pay the costs incurred by the Holder for such collection,
enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without
limitation, attorneys’ fees and disbursements. 


 


16. 
TRANSFER. This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company.


 


17. 
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a) 
“1933 Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


(b) 
“1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


(c) 
[INSERT IN SERIES A WARRANT: [Intentionally Omitted]][INSERT IN SERIES B WARRANT ONLY: “Adjustment Measuring Time”
means the close of the Principal Market on the thirtieth calendar day after the Closing Date.]


 


(d) 
“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 2) of Ordinary Shares (other
than rights of the type described in Section 3 and 4 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).


 


(e)  [INSERT
IN SERIES A WARRANT: [Intentionally Omitted]][INSERT IN SERIES B WARRANT ONLY: “Adjustment Share
Amount” means, as of the Adjustment Measuring Time, the greater of (i) zero (0) and (ii) such aggregate number of
Ordinary Shares equal to 50% of the difference of (A) the quotient of (x) the Holder’s Purchase Price (as defined in
the Securities Purchase Agreement) divided by (y) the greater of (I) $1.18 and (II) the Closing Bid Price as of the
Adjustment Measuring Time, less (B) the aggregate number of Purchased Shares issued to the Holder at the Closing (as defined
in the Securities Purchase Agreement)(as adjusted for share splits, share dividends, share combinations, recapitalizations
and similar events).]


 


(f) 
 “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls,
is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that “control”
of a Person means the power directly or indirectly either to vote 10% or more of the shares having ordinary voting power for the
election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by
contract or otherwise.


 



    	 	22	 



     


    

 


(g) 
 “Approved Share Plan” means any employee benefit plan which has been approved by the board of directors
of the Company prior to or subsequent to the date hereof pursuant to which Ordinary Shares and standard options to purchase Ordinary
Shares may be issued to any employee, officer or director for services provided to the Company in their capacity as such.


 


(h) 
“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle,
including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly
managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect
Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together
with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Ordinary Shares
would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934
Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum
Percentage.


 


(i)  
“Bid Price” means, for any security as of the particular time of determination, the bid price for such
security on the Principal Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not
the principal securities exchange or trading market for such security, the bid price of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg as of such time of determination, or
if the foregoing does not apply, the bid price of such security in the over-the-counter market on the electronic bulletin board
for such security as reported by Bloomberg as of such time of determination, or, if no bid price is reported for such security
by Bloomberg as of such time of determination, the average of the bid prices of any market makers for such security as reported
in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC) as of such time of determination. If the
Bid Price cannot be calculated for a security as of the particular time of determination on any of the foregoing bases, the Bid
Price of such security as of such time of determination shall be the fair market value as mutually determined by the Company and
the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall
be resolved in accordance with the procedures in Section 13. All such determinations shall be appropriately adjusted for any
share dividend, share split, share combination or other similar transaction during such period.


 


(j)  
“Black Scholes Consideration Value” means the value of the applicable Option, Convertible Security or
Adjustment Right (as the case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model
obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale
Price of the Ordinary Shares on the Trading Day immediately preceding the public announcement of the execution of definitive documents
with respect to the issuance of such Option or Convertible Security (as the case may be), (ii) a risk-free interest rate corresponding
to the U.S. Treasury rate for a period equal to the remaining term of such Option, Convertible Security or Adjustment Right (as
the case may be) as of the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (iii)
a zero cost of borrow and (iv) an expected volatility equal to the greater of 100% and the 30 day volatility obtained from the
“HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately
following the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be).


 






    	 	23	 



     


    

 


(k)
“Black Scholes Value” means the value of the unexercised portion of this Warrant remaining on the date of
the Holder’s request pursuant to Section 4(c)(i), which value is calculated using the Black Scholes Option Pricing
Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the
greater of (1) the highest Closing Sale Price of the Ordinary Shares during the period beginning on the Trading Day
immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable
Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to Section 4(c)(i)
and (2) the sum of the price per share being offered in cash in the applicable Fundamental Transaction (if any) plus the
value of the non-cash consideration being offered in the applicable Fundamental Transaction (if any), (ii) a strike price
equal to the Exercise Price in effect on the date of the Holder’s request pursuant to Section 4(c)(i), (iii) a
risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the greater of (1) the remaining term
of this Warrant as of the date of the Holder’s request pursuant to Section 4(c)(i) and (2) the remaining term of
this Warrant as of the date of consummation of the applicable Fundamental Transaction or as of the date of the Holder’s
request pursuant to Section 4(c)(i) if such request is prior to the date of the consummation of the applicable
Fundamental Transaction, (iv) a zero cost of borrow and (v) an expected volatility equal to the greater of 100% and the 30
day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day
annualization factor) as of the Trading Day immediately following the earliest to occur of (A) the public disclosure of the
applicable Fundamental Transaction, (B) the consummation of the applicable Fundamental Transaction and (C) the date on which
the Holder first became aware of the applicable Fundamental Transaction.


 


(l)  
“Bloomberg” means Bloomberg, L.P.


 


(m) 
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The
City of New York are authorized or required by law to remain closed.


 


(n)
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date,
the last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported
by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid
price or the closing trade price (as the case may be) then the last bid price or last trade price, respectively, of such
security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal
securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of
such security on the principal securities exchange or trading market where such security is listed or traded as reported by
Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security
in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing
bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or
the ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by OTC
Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a
security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may
be) of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the
Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved
in accordance with the procedures in Section 13. All such determinations shall be appropriately adjusted for any share
splits, share dividends, share combinations, recapitalizations or other similar transactions during such period.


 



    	 	24	 



     


    

 


(o) 
 “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.


 


(p) 
“Eligible Market” means the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market,
the Nasdaq Capital Market or the Principal Market.


 


(q) 
“Event Market Price” means, with respect to any Share Combination Event Date, the quotient determined
by dividing (x) the sum of the VWAP of the Ordinary Shares for each of the five (5) lowest Trading Days during the twenty (20)
consecutive Trading Day period ending and including the Trading Day immediately preceding the sixteenth (16th) Trading Day after
such Share Combination Event Date, divided by (y) five (5).


 


(r)  
“Excluded Securities” means (i) Ordinary Shares or standard options to purchase Ordinary Shares issued
to directors, officers or employees of the Company for services rendered to the Company in their capacity as such pursuant to an
Approved Share Plan (as defined above), provided that (A) all such issuances (taking into account the Ordinary Shares issuable
upon exercise of such options) after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than
10% of the Ordinary Shares issued and outstanding immediately prior to the Subscription Date and (B) the exercise price of any
such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of
the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers;
(ii) Ordinary Shares issued upon the conversion or exercise of Convertible Securities (other than standard options to purchase
Ordinary Shares issued pursuant to an Approved Share Plan that are covered by clause (i) above) issued prior to the Subscription
Date, provided that the conversion price of any such Convertible Securities (other than standard options to purchase Ordinary Shares
issued pursuant to an Approved Share Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities
(other than standard options to purchase Ordinary Shares issued pursuant to an Approved Share Plan that are covered by clause (i)
above) are amended to increase the number of shares issuable thereunder or to extend the term thereof and none of the terms or
conditions of any such Convertible Securities (other than standard options to purchase Ordinary Shares issued pursuant to an Approved
Share Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the
Buyers; (iii) the Ordinary Shares issuable upon exercise of the Registered Warrants; provided, that the terms of the Registered
Warrant are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to
the terms thereof in effect as of the Subscription Date) and (iv) any Ordinary Shares issued or issuable in connection with strategic
or commercial alliances, acquisitions, mergers, and strategic partnerships, provided, that (x) the primary purpose of such issuance
is not to raise capital as reasonably determined, (y) the purchaser or acquirer of the securities in such issuance solely consists
of either (A) the actual participants in such strategic or commercial alliance or strategic or commercial partnership, (B) the
actual owners of such assets or securities acquired in such acquisition or merger or (C) the stockholders, partners or members
of the foregoing Persons, in each case, which is, itself or through its subsidiaries, an operating company or an owner of an asset,
in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to
the investment of funds, and (z) the number or amount of securities issued to such Persons by the Company shall not be disproportionate
to each such Person’s actual participation in such strategic or commercial alliance or strategic or commercial partnership
or ownership of such assets or securities to be acquired by the Company, as applicable.


 



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(s) 
“Expiration Date” means the date that is the fourth (4th) anniversary of the Issuance Date
or, if such date falls on a day other than a Trading Day or on which trading does not take place on the Principal Market (a “Holiday”),
the next date that is not a Holiday.


 


(t) “Fundamental
Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or
otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving
corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of
the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation
S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be
subject to or have its Ordinary Shares be subject to or party to one or more Subject Entities making, a purchase, tender or exchange
offer that is accepted by the holders of at least either (x) 50% of the outstanding Ordinary Shares, (y) 50% of the outstanding
Ordinary Shares calculated as if any Ordinary Shares held by all Subject Entities making or party to, or Affiliated with any Subject
Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of Ordinary Shares
such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender
or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of
the outstanding Ordinary Shares, or (iv) consummate a stock or share purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby
all such Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding Ordinary Shares,
(y) at least 50% of the outstanding Ordinary Shares calculated as if any Ordinary Shares held by all the Subject Entities making
or party to, or Affiliated with any Subject Entity making or party to, such stock or share purchase agreement or other business
combination were not outstanding; or (z) such number of Ordinary Shares such that the Subject Entities become collectively the
beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding Ordinary Shares, or (v) reorganize,
recapitalize or reclassify its Ordinary Shares, (B) that the Company shall, directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in
the aggregate to be or become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly,
whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding Ordinary
Shares, merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization,
recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary
voting power represented by issued and outstanding Ordinary Shares, (y) at least 50% of the aggregate ordinary voting power represented
by issued and outstanding Ordinary Shares not held by all such Subject Entities as of the date of this Warrant calculated as if
any Ordinary Shares held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting
power represented by issued and outstanding Ordinary Shares or other equity securities of the Company sufficient to allow such
Subject Entities to effect a statutory short form merger or other transaction requiring other shareholders of the Company to surrender
their Ordinary Shares without approval of the shareholders of the Company or (C) directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction
structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be
construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary
to correct this definition or any portion of this definition which may be defective or inconsistent with the intended treatment
of such instrument or transaction.


 



    	 	26	 



     


    

 


(u) 
“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined
in Rule 13d-5 thereunder.


 


(v) 
[INSERT IN SERIES A WARRANT ONLY: “Market Price” means, for any given date, the greater of (x) $1.18
(as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction) and (y) 100% of the
quotient of (I) the sum of the VWAP of the Ordinary Shares on each of the ten (10) consecutive Trading Days ending and including
the Trading Day immediately prior to such given date, divided by (II) ten (10) (such period, the “Market Price Measuring
Period”). All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination,
reclassification or similar transaction during such Market Price Measuring Period.][INSERT IN SERIES B WARRANT: [Intentionally
Omitted]]


 


(w) 
[INSERT IN SERIES A WARRANT: [Intentionally Omitted]] [INSERT IN SERIES B WARRANT ONLY: “Maximum Eligibility Number”
means (i) at any time prior to the Adjustment Measuring Time, zero (0) and (ii) at any time from and after the Adjustment Measuring
Time, the Adjustment Share Amount.]


 


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


 


(y) 
“Ordinary Shares” means (i) the Company’s Ordinary Shares, no par value per share, and (ii)
any share capital into which such ordinary shares shall have been changed or any share capital resulting from a reclassification
of such ordinary shares.


 


(z) 
 “Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person
and whose common shares or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one
such Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation
of the Fundamental Transaction.


 



    	 	27	 



     


    

 


(aa) 
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation,
a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.


 


(bb)  
“Principal Market” means The Nasdaq Capital Market.


 


(cc) 
 “SEC” means the United States Securities and Exchange Commission or the successor thereto.


 


(dd)  “Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person,
Persons or Group.


 


(ee) 
“Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting
from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such
Fundamental Transaction shall have been entered into.


 


(ff) 
“Trading Day” means, as applicable, (x) with respect to all price or trading volume determinations relating
to the Ordinary Shares, any day on which the Ordinary Shares is traded on the Principal Market, or, if the Principal Market is
not the principal trading market for the Ordinary Shares, then on the principal securities exchange or securities market on which
the Ordinary Shares is then traded, provided that “Trading Day” shall not include any day on which the Ordinary Shares
is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Ordinary Shares is suspended from
trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance
the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such
day is otherwise designated as a Trading Day in writing by the Holder or (y) with respect to all determinations other than price
or trading volume determinations relating to the Ordinary Shares, any day on which The New York Stock Exchange (or any successor
thereto) is open for trading of securities.


 


(gg)  “VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security
on the Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the principal
securities exchange or securities market on which such security is then traded) during the period beginning at 9:30:01 a.m., New
York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted
average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter
market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending
at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security
by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market
makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If
the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such date
shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to
agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 13.
All such determinations shall be appropriately adjusted for any share dividend, share split, share combination, recapitalization
or other similar transaction during such period.


 


[signature page follows]


 




    	 	28	 



     


    

 


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


 





	 	China Lending Corporation 
	 	 	 
	 	By:	       
	 	 	Name:
	 	 	Title:






 




     

     


    

 


EXHIBIT A


 


EXERCISE
NOTICE


 


TO BE EXECUTED
BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE ORDINARY SHARES


 


China
Lending Corporation


 


The undersigned holder
hereby elects to exercise the Warrant to Purchase Ordinary Shares No. _______ (the “Warrant”) of China
Lending Corporation, a company organized under the laws of the British Virgin Islands (the “Company”) as specified
below. 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 Aggregate Exercise Price shall be made as:


 


		☐	a “Cash Exercise” with respect to _________________
Warrant Shares; and/or



 


		☐	a “Cashless Exercise” with respect to _______________
Warrant Shares.



 


In the event that the
Holder has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder
hereby represents and warrants that (i) this Exercise Notice was executed by the Holder at __________ [a.m.][p.m.] on the date
set forth below and (ii) if applicable, the Bid Price as of such time of execution of this Exercise Notice was $________.


 


2.    Payment
of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares
to be issued pursuant hereto, the Holder shall pay the Aggregate Exercise Price in the sum
of $___________________ to the Company in accordance with the terms of the Warrant.


 


☐    Check
here if requesting to substitute the Variable Price of _______ for the Exercise Price of the Warrant Shares to be issued pursuant
to this Exercise Notice.


 


3.    Delivery
of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ Ordinary
Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its
benefit, as follows:


 


☐    Check
here if requesting delivery as a certificate to the following name and to the following address:


 


	Issue to:	 
	 	 
	 	 


 


☐    Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:


 


	DTC Participant:       	 
	DTC Number:	 
	Account Number:	 


  


	Date: _____________ __,         







	 	 
	 	 	 
	 	 	 
	Name of Registered Holder	 	 



 





	By:	     	 
	 	Name:	 
	 	Title:	 


 


Tax ID:____________________________


 


Facsimile:__________________________


 


E-mail Address:_____________________


 




    	 	A-1	 



     


    

 


EXHIBIT B


 


ACKNOWLEDGMENT


 


The
Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number
of Ordinary Shares in accordance with the Transfer Agent Instructions dated _________, 201_, from the Company and acknowledged
and agreed to by _______________.


 





	 	China Lending Corporation 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 


 


 


B-1