Exhibit
4.2


 


WARRANT


 


THE
SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. POWERBRIDGE TECHNOLOGIES CO., LTD.


 


Warrant
To Purchase Ordinary Shares


 


	Warrant
    No.: PBTS-1-1	 	 	Number
                                            of Shares:	 	 	 	653,061	 
	 	 	 	Warrant
                                            Exercise Price:	 	 		$3.675	 
	 	 	 	Expiration
                                            Date:	 	 	 	April 8, 2026	 




 


Date
of Issuance: August 6, 2021


 


POWERBRIDGE
TECHNOLOGIES CO., LTD., a Cayman Islands exempted company (the “Company”), hereby certifies that, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, YA II PN, LTD. (the “Holder”),
the registered holder hereof or its permitted assigns, is entitled, subject to the terms set forth below, to purchase from the Company
upon surrender of this Warrant, at any time or times on or after the date hereof, but not after 11:59 P.M. Eastern Time on the Expiration
Date (as defined herein) up to 653,061 fully paid and nonassessable Ordinary Shares (as defined herein) of the Company (the “Warrant
Shares”) at the exercise price per share provided in Section 1(b) below or as subsequently adjusted; provided, however, that
in no event shall the holder be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant
Shares which, upon giving effect to such exercise, would cause the aggregate number of Ordinary Shares beneficially owned by the holder
and its affiliates to exceed 4.99% of the outstanding Ordinary Shares following such exercise, except within sixty (60) days of the Expiration
Date (however, such restriction may be waived by Holder (but only as to itself and not to any other holder) upon not less than 65 days
prior notice to the Company). For purposes of the foregoing proviso, the aggregate number of Ordinary Shares beneficially owned by the
holder and its affiliates shall include the number of Ordinary Shares issuable upon exercise of this Warrant with respect to which the
determination of such proviso is being made, but shall exclude Ordinary Shares which would be issuable upon (i) exercise of the remaining,
unexercised Warrants beneficially owned by the holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by the holder and its affiliates (including, without limitation, any
convertible notes or preferred stock) subject to a limitation on conversion or exercise analogous to the limitation contained herein.
Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes of this Warrant, in determining the number of outstanding
Ordinary Shares a holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent Form
6-K or Form 20-F, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or
its transfer agent setting forth the number of Ordinary Shares outstanding. Upon the written request of any holder, the Company shall
promptly, but in no event later than one (1) Business Day following the receipt of such notice, confirm in writing to any such 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 exercise of Warrants (as defined below) by such holder and its affiliates since the date as of which such number of outstanding
Ordinary Shares was reported.


 


 On
the date hereof, the Company and the Holder are entering into a Registration Rights Agreement, which shall set forth, among other things,
the Company’s obligations to register the Warrant Shares for sale by the Holder.


 




    


    


    

 


Section
1.


 


(a)
This Warrant is issued pursuant to the Securities Purchase Agreement (“Securities Purchase Agreement”) dated as of
April 9, 2021 , as amended by that Closing Statement of even date herewith, in each case between the Company and the Holder. Each Capitalized
term used, and not otherwise defined herein, shall have the meaning ascribed thereto in the Securities Purchase Agreement.


 


(b)
Definitions. The following words and terms as used in this Warrant shall have the following meanings:


 


(i)
“Approved Share Plan” means a share option plan that has been approved by the Board of Directors of the Company prior
to the date of the Securities Purchase Agreement, pursuant to which the Company’s securities may be issued only to any employee,
officer or director for services provided to the Company.


 


(ii)
“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.


 


(iii)
“Closing Bid Price” means the closing bid price of Ordinary Shares as quoted on the Principal Market (as reported
by Bloomberg Financial Markets (“Bloomberg”) through its “Volume at Price” function).


 


(iv)
“Convertible Securities” means any shares or securities (other than Options) directly or indirectly convertible into
or exercisable or exchangeable for Ordinary Shares.


 


(v)
“Event of Default” means an event of default under the Securities Purchase Agreement or any other Transaction Document.


 




    2


    


    

 


(vi)
“Excluded Securities” means, (a) shares issued or deemed to have been issued by the Company pursuant to an Approved
Share Plan, (b) Ordinary Shares issued or deemed to be issued by the Company upon the conversion, exchange or exercise of any right,
option, obligation or security outstanding on the date prior to date of the Securities Purchase Agreement, provided that the terms of
such right, option, obligation or security are not amended or otherwise modified on or after the date of the Securities Purchase Agreement,
and provided that the conversion price, exchange price, exercise price or other purchase price is not reduced, adjusted or otherwise
modified and the number of Ordinary Shares issued or issuable is not increased (whether by operation of, or in accordance with, the relevant
governing documents or otherwise) on or after the date of the Securities Purchase Agreement, (c) the Ordinary Shares issued or deemed
to be issued by the Company upon conversion of the Convertible Debentures or exercise of the Warrants, (d) that certain Sales Agreement
dated as of February 23, 2021 by and between the Company and A.G.P. / Alliance Global Partners, (e) Ordinary Shares or Ordinary Share
Equivalents to be issued in a registered direct offering to be placed by A.G.P. / Alliance Global Partners by May 31, 2021, and (f) Ordinary
Shares or Ordinary Share Equivalents to be issued to TenX Global Capital LP or its affiliates.


 


(vii)
“Expiration Date” means the date written on the first page of this


Warrant.


 


(viii)
“Issuance Date” means the date hereof.


 


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


 


(x)
“Ordinary Shares” means (i) the Company’s Ordinary Shares, par value $0.00166667 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.


 


(xi)
“Ordinary Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle
the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred share, right, option,
warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the
holder thereof to receive, Ordinary Shares.


 


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


 


(xiii)
“Primary Market” means on any of (a) the American Stock Exchange, (b) New York Stock Exchange, (c) the Nasdaq Global
Select Market, (d) the Nasdaq Global Market, (e) the Nasdaq Capital Market, or (e) the Over-the-Counter Bulletin Board (“OTCBB”)


 


(xiv)
“Securities Act” means the Securities Act of 1933, as amended.


 


(xv)
“Warrant” means this Warrant and all Warrants issued in exchange, transfer or replacement thereof.


 




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(xvi)
“Warrant Exercise Price” shall be $3.675 or as subsequently adjusted as provided in Section 8 hereof.


 


(c)
Other Definitional Provisions.


 


(i)
Except as otherwise specified herein, all references herein (A) to the Company shall be deemed to include the Company’s successors
and (B) to any applicable law defined or referred to herein shall be deemed references to such applicable law as the same may have been
or may be amended or supplemented from time to time.


 


(ii)
When used in this Warrant, the words “herein”, “hereof”, and “hereunder” and
words of similar import, shall refer to this Warrant as a whole and not to any provision of this Warrant, and the words
“Section”, “Schedule”, and “Exhibit” shall refer to Sections of, and
Schedules and Exhibits to, this Warrant unless otherwise specified.


 


(iii)
Whenever the context so requires, the neuter gender includes the masculine or feminine, and the singular number includes the plural,
and vice versa.


 


Section
2. Exercise of Warrant.


 


(a)
Subject to the terms and conditions hereof, this Warrant may be exercised by the holder hereof then registered on the books of the
Company, pro rata as hereinafter provided, at any time on any Business Day on or after the opening of business on such Business Day,
commencing with the first day after the date hereof, and prior to 11:59 P.M. Eastern Time on the Expiration Date (i) by delivery of
a written notice, in the form of the subscription notice attached as Exhibit A hereto (the “Exercise
Notice”), of such holder’s election to exercise this Warrant, which notice shall specify the number of Warrant
Shares to be purchased, payment to the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares
being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is
being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”) in cash or wire
transfer of immediately available funds and the surrender of this Warrant (or an indemnification undertaking with respect to this
Warrant in the case of its loss, theft or destruction) to a common carrier for overnight delivery to the Company as soon as
practicable following such date (“Cash Basis”) or (ii) if at the time of exercise, the Warrant Shares are not
subject to an effective registration statement or if an Event of Default has occurred, by delivering an Exercise Notice and in lieu
of making payment of the Aggregate Exercise Price in cash or wire transfer, elect instead to receive upon such exercise the “Net
Number” of Ordinary Shares determined according to the following formula (the “Cashless Exercise”):


 


Net
Number = (A x B) – (A x C)


        B


 


For
purposes of the foregoing formula:


 


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


 




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B
= the Closing Bid Price of the Ordinary Shares on the date of exercise of the Warrant.


 


C
= the Warrant Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


In
the event of any exercise of the rights represented by this Warrant in compliance with this Section 2, the Company shall on or before
the fifth (5th) Business Day following the date of receipt of the Exercise Notice, the Aggregate Exercise Price and this Warrant (or
an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the receipt of the representations
of the holder specified in Section 6 hereof, if requested by the Company (the “Exercise Delivery Documents”), and
if the Ordinary Shares is DTC eligible, credit such aggregate number of Ordinary Shares to which the holder shall be entitled to the
holder’s or its designee’s balance account with The Depository Trust Company; provided, however, if the holder who submitted
the Exercise Notice requested physical delivery of any or all of the Warrant Shares, or, if the Ordinary Shares is not DTC eligible then
the Company shall, on or before the fifth (5th) Business Day following receipt of the Exercise Delivery Documents, issue and
surrender to a common carrier for overnight delivery to the address specified in the Exercise Notice, a certificate, registered in the
name of the holder, for the number of Ordinary Shares to which the holder shall be entitled pursuant to such request. Upon delivery of
the Exercise Notice and Aggregate Exercise Price referred to in clause (i) or (ii) above the holder of this Warrant 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.
In the case of a dispute as to the determination of the Warrant Exercise Price, the Closing Bid Price or the arithmetic calculation of
the Warrant Shares, the Company shall promptly issue to the holder the number of Warrant Shares that is not disputed and shall submit
the disputed determinations or arithmetic calculations to the holder via facsimile within one (1) Business Day of receipt of the holder’s
Exercise Notice.


 


(b)
If the holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the
Warrant Shares within one (1) day of such disputed determination or arithmetic calculation being submitted to the holder, then the Company
shall immediately submit via facsimile or e-mail (i) the disputed determination of the Warrant Exercise Price or the Closing Bid Price
to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the Warrant Shares to its independent,
outside accountant. The Company shall cause the investment banking firm or the accountant, as the case may be, to perform the determinations
or calculations and notify the Company and the holder of the results no later than forty-eight (48) hours from the time it receives the
disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as
the case may be, shall be deemed conclusive absent manifest error.


 


(c)
Unless the rights represented by this Warrant shall have expired or shall have been fully exercised, the Company shall, as soon as practicable
and in no event later than five (5) Business Days after any exercise and at its own expense, issue a new Warrant identical in all respects
to this Warrant exercised except it shall represent rights to purchase the number of Warrant Shares purchasable immediately prior to
such exercise under this Warrant exercised, less the number of Warrant Shares with respect to which such Warrant is exercised.


 




    5


    


    

 


(d)
No fractional Warrant Shares are to be issued upon any pro rata exercise of this Warrant, but rather the number of Warrant Shares issued
upon such exercise of this Warrant shall be rounded up or down to the nearest whole number.


 


(e)
If the Company or its Transfer Agent shall fail for any reason or for no reason to issue to the holder within ten (10) days of
receipt of the Exercise Delivery Documents, a certificate for the number of Warrant Shares to which the holder is entitled or to
credit the holder’s balance account with The Depository Trust Company for such number of Warrant Shares to which the
holder is entitled upon the holder’s exercise of this Warrant, the Company shall, in addition to any other remedies under this
Warrant or otherwise available to such holder, pay as additional damages in cash to such holder on each day the issuance of such
certificate for Warrant Shares is not timely effected an amount equal to 0.025% of the product of (A) the sum of the number of
Warrant Shares not issued to the holder on a timely basis and to which the holder is entitled, and (B) the Closing Bid Price of the
Ordinary Shares for the trading day immediately preceding the last possible date which the Company could have issued such Ordinary
Shares to the holder without violating this Section 2.


 


(f)
If within ten (10) days after the Company’s receipt of the Exercise Delivery Documents, the Company fails to deliver a
new Warrant to the holder for the number of Warrant Shares to which such holder is entitled pursuant to Section 2 hereof, then, in
addition to any other available remedies under this Warrant, or otherwise available to such holder, the Company shall pay as
additional damages in cash to such holder on each day after such tenth (10th) day that such delivery of such new Warrant
is not timely effected in an amount equal to 0.25% of the product of (A) the number of Warrant Shares represented by the portion of
this Warrant which is not being exercised and (B) the Closing Bid Price of the Ordinary Shares for the trading day immediately
preceding the last possible date which the Company could have issued such Warrant to the holder without violating this Section
2.


 


Section
3. Covenants as to Ordinary Shares. The Company hereby covenants and agrees as follows:


 


(a)
This Warrant is, and any Warrants issued in substitution for or replacement of this Warrant will upon issuance be, duly authorized and
validly issued.


 


(b)
All Warrant Shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued,
fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof.


 


(c)
During the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized
and reserved at least one hundred percent (100%) of the number of Ordinary Shares needed to provide for the exercise of the rights then
represented by this Warrant and the par value of said shares will at all times be less than or equal to the applicable Warrant Exercise
Price. If at any time the Company does not have a sufficient number of Ordinary Shares authorized and available, then the Company shall
call and hold a special meeting of its shareholders within sixty (60) days of that time for the sole purpose of increasing the number
of authorized Ordinary Shares.


 




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(d)
The Company will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed by it hereunder, but will at all times in good faith assist in the carrying out of all
the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the holder of this Warrant in order
to protect the exercise privilege of the holder of this Warrant against dilution or other impairment, consistent with the tenor and purpose
of this Warrant. The Company will not increase the par value of any Ordinary Shares receivable upon the exercise of this Warrant above
the Warrant Exercise Price then in effect, and (ii) will take all such actions as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Ordinary Shares upon the exercise of this Warrant.


 


(e)
This Warrant will be binding upon any entity succeeding to the Company by merger, consolidation or acquisition of all or substantially
all of the Company’s assets.


 


Section
4. Taxes. The Company shall pay any and all taxes, except any applicable withholding, which may be payable with respect to the
issuance and delivery of Warrant Shares upon exercise of this Warrant.


 


Section
5. Warrant Holder Not Deemed a Shareholder. Except as otherwise specifically provided herein, no holder, as such, of this
Warrant shall be entitled to vote or receive dividends or be deemed the holder of shares of share capital of the Company for
any purpose, nor shall anything contained in this Warrant be construed to confer upon the holder hereof, as such, 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 this Warrant of the Warrant Shares which he
or she 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 such 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 5, the Company will provide the holder of this Warrant 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.


 




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Section
6. Representations of Holder. The holder of this Warrant, by the acceptance hereof, represents that it is acquiring this Warrant
and the Warrant Shares for its own account for investment only and not with a view towards, or for resale in connection with, the public
sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act;
provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Warrant Shares
for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares at any time in accordance
with or pursuant to a registration statement or an exemption under the Securities Act. The holder of this Warrant further represents,
by acceptance hereof, that, as of this date, such holder is an “accredited investor” as such term is defined in Rule 501(a)(1)
of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an “Accredited Investor”).
Upon exercise of this Warrant the holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company,
that the Warrant Shares so purchased are being acquired solely for the holder’s own account and not as a nominee for any other
party, for investment, and not with a view toward distribution or resale and that such holder is an Accredited Investor. If such holder
cannot make such representations because they would be factually incorrect, it shall be a condition to such holder’s exercise of
this Warrant that the Company receive such other representations as the Company considers reasonably necessary to assure the Company
that the issuance of its securities upon exercise of this Warrant shall not violate any United States or state securities laws.


 


Section
7. Ownership and Transfer.


 


(a)
The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice
to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person in whose name
this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the person in whose name any
Warrant is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but
in all events recognizing any transfers made in accordance with the terms of this Warrant.


 


Section
8. Adjustment of Warrant Exercise Price. The Warrant Exercise Price of this


Warrant
shall be adjusted from time to time as follows:


 


(a)
Adjustment of Warrant Exercise Price upon Issuance of Ordinary Shares. If and whenever on or after the Issuance Date of this Warrant,
the Company issues or sells, or is deemed to have issued or sold, any Ordinary Shares (other than Excluded Securities) for a consideration
per share less than a price (the “Applicable Price”) equal to the Warrant Exercise Price in effect immediately prior
to such issuance or sale, then immediately after such issue or sale the Warrant Exercise Price then in effect shall be reduced to an
amount equal to such consideration per share.


 


(b)
Effect on Warrant Exercise Price of Certain Events. For purposes of determining the adjusted Warrant Exercise Price under Section
8(a) above, the following shall be applicable:


 


(i)
Issuance of Options. If after the date hereof, the Company in any manner grants any Options and the lowest price per share for
which one share of Ordinary Shares is issuable upon the exercise of any such Option or upon conversion or exchange of any convertible
securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Ordinary Shares 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 8(b)(i), the lowest price per share for which one share of Ordinary Shares is issuable upon exercise
of such Options or upon conversion or exchange of such Convertible Securities shall be equal to the sum of the lowest amounts of consideration
(if any) received or receivable by the Company with respect to any one share of Ordinary Shares upon the granting or sale of the Option,
upon exercise of the Option or upon conversion or exchange of any convertible security issuable upon exercise of such Option. No further
adjustment of the Warrant 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 upon the actual issuance of such Ordinary Shares upon conversion 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 share of Ordinary Shares is issuable upon the conversion or exchange thereof is less than the Applicable Price,
then such share of Ordinary Shares 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 8(b)(ii), the lowest price
per share for which one share of Ordinary Shares is issuable upon such conversion or exchange shall be equal to the sum of the lowest
amounts of consideration (if any) received or receivable by the Company with respect to one share of Ordinary Shares upon the issuance
or sale of the convertible security and upon conversion or exchange of such convertible security. No further adjustment of the Warrant
Exercise Price shall be made upon the actual issuance of such Ordinary Shares upon conversion or exchange of such convertible securities,
and if any such issue or sale of such convertible securities is made upon exercise of any Options for which adjustment of the Warrant
Exercise Price had been or are to be made pursuant to other provisions of this Section 8(b), no further adjustment of the Warrant Exercise
Price shall be made by reason of such issue or sale.


 


(iii)
Change in Option Price or Rate of Conversion. If the purchase price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion or exchange of any convertible securities, or the rate at which any convertible securities
are convertible into or exchangeable for Ordinary Shares changes at any time, the Warrant Exercise Price in effect at the time of such
change shall be adjusted to the Warrant Exercise Price which would have been in effect at such time had such Options or convertible securities
provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially
granted, issued or sold and the number of Warrant Shares issuable upon exercise of this Warrant shall be correspondingly readjusted.
For purposes of this Section 8(b)(iii), if the terms of any Option or convertible security that was outstanding as of the Issuance Date
of this Warrant are changed 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 change. No adjustment pursuant to this Section 8(b) shall be made if such adjustment would result in an increase of the Warrant
Exercise Price then in effect.


 




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(iv)
Calculation of Consideration Received. 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 therefore will be deemed to be the net amount received by the Company
therefore. If any Ordinary Shares, Options or convertible securities are issued or sold for a consideration other than cash, the amount
of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists
of marketable securities, in which case the amount of consideration received by the Company will be the market price of such securities
on the date of receipt of such securities. 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 therefore
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 securities
will be determined jointly by the Company and the holders of Warrants representing at least two-thirds (b) of the Warrant Shares issuable
upon exercise of the Warrants then outstanding. 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) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser jointly
selected by the Company and the holders of Warrants representing at least two-thirds (b) of the Warrant Shares issuable upon exercise
of the Warrants then outstanding. The determination of such appraiser shall be final and binding upon all parties and the fees and expenses
of such appraiser shall be borne jointly by the Company and the holders of Warrants.


 


(v)
Integrated Transactions. In case any Option is issued in connection with the issue or sale of other securities of the Company,
together comprising one integrated transaction in which no specific consideration is allocated to such Options by the parties thereto,
the Options will be deemed to have been issued for a consideration of $.01.


 


(vi)
Treasury Shares. The number of Ordinary Shares outstanding at any given time does not include shares owned or held by or for the
account of the Company, and the disposition of any shares so owned or held will be considered an issue or sale of Ordinary Shares.


 


(vii)
Record Date. If the Company takes a record of the holders of Ordinary Shares for the purpose of entitling them (1) to receive
a dividend or other distribution payable in Ordinary Shares, Options or in convertible securities or (2) to subscribe for or purchase
Ordinary Shares, Options or convertible securities, then such record date will be deemed to be the date of the issue 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.


 


(c) Adjustment
of Warrant Exercise Price upon Subdivision or Combination of Ordinary Shares. If the Company at any time after the date of
issuance of this Warrant subdivides (by any share split, share dividend, recapitalization or otherwise) one or more classes of its
outstanding Ordinary Shares into a greater number of shares, any Warrant Exercise Price in effect immediately prior to such
subdivision will be proportionately reduced and the number of Ordinary Shares obtainable upon exercise of this Warrant will be
proportionately increased. If the Company at any time after the date of issuance of this Warrant combines (by combination, reverse
share split or otherwise) one or more classes of its outstanding Ordinary Shares into a smaller number of shares, any Warrant
Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares
issuable upon exercise of this Warrant will be proportionately decreased. Any adjustment under this Section 8(c) shall become
effective at the close of business on the date the subdivision or combination becomes effective.


 




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(d)
Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire
its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, without limitation, any distribution
of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or
other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such
case:


 


(i)
any Warrant Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of
holders of Ordinary Shares entitled to receive the Distribution shall be reduced, effective as of the close of business on such
record date, to a price determined by multiplying such Warrant Exercise Price by a fraction of which (A) the numerator shall
be the Closing Sale Price of the Ordinary Shares on the trading day immediately preceding such record date minus the value of the
Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Ordinary Shares, and
(B) the denominator shall be the Closing Sale Price of the Ordinary Shares on the trading day immediately preceding such record
date.


 


(e)
Certain Events. If any event occurs of the type contemplated by the provisions of this Section 8 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 will make an appropriate adjustment in the Warrant Exercise Price so as
to protect the rights of the holders of the Warrants; provided, except as set forth in section 8(c),that no such adjustment pursuant
to this Section 8(e) will increase the Warrant Exercise Price as otherwise determined pursuant to this Section 8.


 


(f)
Voluntary Adjustments By Company. The Company may at any time during the term of this Warrant 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.


 


(g)
Notices.


 


(i)
Immediately upon any adjustment of the Warrant Exercise Price, the Company will give written notice thereof to the holder of this Warrant,
setting forth in reasonable detail, and certifying, the calculation of such adjustment.


 


(ii)
The Company will give written notice to the holder of this Warrant at least ten (10) 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 pro rata
subscription offer to holders of Ordinary Shares or (C) for determining rights to vote with respect to any Organic Change (as defined
below), dissolution or liquidation, provided that such information shall be made known to the public prior to or in conjunction with
such notice being provided to such holder.


 




    11


    


    

 


(iii)
The Company will also give written notice to the holder of this Warrant at least ten (10) days prior to the date on which any Organic
Change, dissolution or liquidation will take place, provided that such information shall be made known to the public prior to or in conjunction
with such notice being provided to such holder.


 


Section
9. Purchase Rights; Reorganization, Reclassification, Consolidation, Merger or Sale.


 


(a)
In addition to any adjustments pursuant to Section 8 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 of this Warrant will be entitled to acquire, upon the terms applicable
to such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of Ordinary
Shares acquirable upon complete exercise of this Warrant immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be
determined for the grant, issue or sale of such Purchase Rights.


 


(b)
Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s
assets to another Person or other transaction in each case which is effected in such a way that holders of Ordinary Shares are entitled
to receive (either directly or upon subsequent liquidation) shares, securities or assets with respect to or in exchange for Ordinary Shares
is referred to herein as an “Organic Change.” Prior to the consummation of any (i) sale of all or substantially all
of the Company’s assets to an acquiring Person or (ii) other Organic Change following which the Company is not a surviving entity,
the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the
“Acquiring Entity”) a written agreement (in form and substance satisfactory to the holders of Warrants representing
at least two-thirds (iii) of the Warrant Shares issuable upon exercise of the Warrants then outstanding) to deliver to each holder of
Warrants in exchange for such Warrants, a security of the Acquiring Entity evidenced by a written instrument substantially similar in
form and substance to this Warrant and satisfactory to the holders of the Warrants (including an adjusted warrant exercise price equal
to the value for the Ordinary Shares reflected by the terms of such consolidation, merger or sale, and exercisable for a corresponding
number of Ordinary Shares acquirable and receivable upon exercise of the Warrants without regard to any limitations on exercise, if the
value so reflected is less than any Applicable Warrant Exercise Price immediately prior to such consolidation, merger or sale). Prior
to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to
the holders of Warrants representing a majority of the Warrant Shares issuable upon exercise of the Warrants then outstanding) to insure
that each of the holders of the Warrants will thereafter have the right to acquire and receive in lieu of or in addition to (as the case
may be) the Warrant Shares immediately theretofore issuable and receivable upon the exercise of such holder’s Warrants (without
regard to any limitations on exercise), such shares, securities or assets that would have been issued or payable in such Organic
Change with respect to or in exchange for the number of Warrant Shares which would have been issuable and receivable upon the exercise
of such holder’s Warrant as of the date of such Organic Change (without taking into account any limitations or restrictions on
the exercisability of this Warrant).


 




    12


    


    

 


Section
10. Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company shall promptly,
on receipt of an indemnification undertaking (or, in the case of a mutilated Warrant, the Warrant), issue a new Warrant of like denomination
and tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


Section
11. Notice. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Warrant
must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile (provided confirmation of receipt is received by the sending party transmission is mechanically or electronically generated
and kept on file by the sending party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service,
in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:


 


	If
    to Holder:	YA
    II PN, Ltd.
	 	1012
    Springfield Ave
	 	Mountainside,
    New Jersey 07092
	 	Attention:	Mark
    A. Angelo
	 	Telephone:	(201)
    985-8300
	 	Facsimile:	(201)
    985-8266
	 	 	
	With
    Copy to:	Troy
    J. Rillo, Esq.
	 	1012
    Springfield Ave
	 	Mountainside,
    New Jersey 07092
	 	Attention:	Troy
    J. Rillo, Esq.
	 	Telephone:	(201)
    985-8300
	 	 	 
	If
    to the Company, to:	Powerbridge
    Technologies Co., Ltd.
	 	1st
    Floor, Building D2, Southern Software Park
	 	Tangjia
    Bay, Zhuhai, Guangdong 519080, China
	 	Attention:
    Kelvin Chan
	 	Telephone:
    86-132-2977-6627
	 	Email:
    kelvinchan@powerbridge.com
	 	 
	With
    a copy to:	[insert]	


 


If
to a holder of this Warrant, to it at the address and facsimile number set forth in this Section 11, or at such other address and facsimile
as shall be delivered to the Company upon the issuance or transfer of this Warrant. Each party shall provide five days’ prior written
notice to the other party of any change in address or facsimile number. Written confirmation of receipt (A) given by the recipient of
such notice, consent, facsimile, waiver or other communication, (or (B) provided by a nationally recognized overnight delivery service
shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service
in accordance with clause (i), (ii) or (iii) above, respectively.


 




    13


    


    

 


Section
12. Date. The date of this Warrant is set forth on page 1 hereof. This Warrant, in all events, shall be wholly void and of no
effect after the close of business on the Expiration Date, except that notwithstanding any other provisions hereof, the provisions of
Section 8(b) shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon the exercise
of this Warrant.


 


Section
13. Amendment and Waiver. Except as otherwise provided herein, the provisions of the Warrants 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 holders of Warrants representing at least two-thirds of the Warrant Shares issuable upon exercise of the Warrants
then outstanding; provided that, except for Section 8(d), no such action may increase the Warrant Exercise Price or decrease the number
of shares or class of shares obtainable upon exercise of any Warrant without the written consent of the holder of such Warrant.


 


Section
14. Descriptive Headings; Governing Law. The descriptive headings of the several sections and paragraphs of this Warrant are inserted
for convenience only and do not constitute a part of this Warrant. The corporate laws of the State of New York shall govern all issues
concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement
and interpretation of this Agreement 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. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in Hudson County and the United States District Court for the District of New York, for the adjudication
of any dispute hereunder or in connection herewith or therewith, 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. Each party 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 such party at the address for such notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.


 


Section
15. Waiver of Jury Trial. AS A MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS WARRANT, THE PARTIES HERETO
HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS
ASSOCIATED WITH THIS TRANSACTION.


 


REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


 




    14


    


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed as of the date first set forth above.


 


	 	POWERBRIDGE
    TECHNOLOGIES CO., LTD. 
	 	 	 
	 	By:	/s/
    Stewart Lor
	 	Name:	Stewart
    Lor
	 	Title:
    	Co-CEO
    and CFO


 




    15


    


    

 


EXHIBIT
A TO WARRANT


 


EXERCISE
NOTICE


 


TO
BE EXECUTED


BY
THE REGISTERED HOLDER TO EXERCISE THIS WARRANT


 


POWERBRIDGE
TECHNOLOGIES CO., LTD.


 


The
undersigned holder hereby exercises the right to purchase ______________ of the Ordinary Shares (“Warrant
Shares”) of POWERBRIDGE TECHNOLOGIES CO., LTD. (the “Company”), evidenced by the attached
Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.


 


Specify
Method of exercise by check mark:


 


1.
___ Cash Exercise


 


(a)
Payment of Warrant Exercise Price. The holder shall pay the Aggregate Exercise Price of $______________ to the Company in accordance
with the terms of the Warrant.


 


(b) Delivery
of Warrant Shares. The Company shall deliver to the holder _________ Warrant Shares in accordance with the terms
of the Warrant.


 


2.
___ Cashless Exercise


 


(a)
Payment of Warrant Exercise Price. In lieu of making payment of the Aggregate Exercise Price, the holder elects to receive upon
such exercise the Net Number of Ordinary Shares determined in accordance with the terms of the Warrant.


 


(b) Delivery
of Warrant Shares. The Company shall deliver to the holder _________ Warrant Shares in accordance with the terms
of the Warrant.


 


Please
issue the Warrant Shares in the name of the undersigned or in such other name as is specified below. The Warrant Shares shall be delivered
to the following DWAC Account Number:


 


[__________________]


 


	Authorized
Signature:	
	 	 
	Name:	 
	 	 
	Title:	 






 


Broker
DTC Participant Code:


 


Account
Number:


 




    A-1


    


    

 


EXHIBIT
B TO WARRANT


 


FORM
OF WARRANT POWER


 


FOR
VALUE RECEIVED, the undersigned does hereby assign and transfer to ________________, Federal Identification No. __________, a
warrant to purchase ____________ shares of the share capital of POWERBRIDGE TECHNOLOGIES CO., LTD. represented by
warrant certificate no. _____, standing in the name of the undersigned on the books of said corporation. The undersigned does hereby
irrevocably constitute and appoint ______________, attorney to transfer the warrants of said company, with full power of
substitution in the premises.


 








	Dated:	 	 	 
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	Name: 	 
	 	 	 	Title:	 


 


 


B-1