Exhibit 4.1


 





THE REGISTERED HOLDER OF THIS PURCHASE
WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING
THE QUALIFICATION DATE (AS DEFINED BELOW) OF THE OFFERING STATEMENT: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE
WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF BOUSTEAD SECURITIES, LLC, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS
CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(G)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE
HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE
ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(G)(2).


 


THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO OCTOBER 22, 2017. VOID
AFTER 5:00 P.M., EASTERN TIME, APRIL 25, 2022.


 


COMMON STOCK PURCHASE WARRANT


For the Purchase of 199,659 Shares of Common Stock
of


ADOMANI, INC.


 


1.   
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Adomani, Inc.,
a Delaware corporation (the “Company”) and Boustead Securities, LLC (“Boustead”), as representative
(the “Representative”) of the several underwriters listed in Schedule A thereto (the “Underwriters”),
dated May 12, 2017 (the “Underwriting Agreement”), Boustead (in such capacity with its permitted successors
or assigns, the “Holder”), as registered owner of this Purchase Warrant, is entitled, at any time or from time
to time from October 22, 2017 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, April 25, 2022
(the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up
to 199,659 shares of common stock of the Company, par value $0.00001 per share (the “Shares”), subject to adjustment
as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or
executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance
with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not
to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.00 per Share
(one hundred twenty percent (120.0%)) of the price of the Shares sold in the Offering); provided, however, that upon the occurrence
of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise
price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise
Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. Any term not defined
herein shall have the meaning ascribed thereto in the Underwriting Agreement.


 


2.   
Exercise.


 


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





 






    


     


    

 


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





 


	X	= 	Y(A − B)	 
			A	 









 


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


 


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


 


(i)   
if the Company’s common stock is traded on a securities exchange, the value shall be deemed to be the closing price
on such exchange on the trading day immediately prior to the Exercise Form being submitted in connection with the exercise of this
Purchase Warrant; or


 


(ii)   
if the Company’s common stock is actively traded over-the-counter, the value shall be deemed to be the closing bid
price on the trading day immediately prior to the Exercise Form being submitted in connection with the exercise of the Purchase
Warrant; if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by
the Company’s Board of Directors.


 


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


 


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





 


 3.    Transfer.


 


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


 






    


     


    




 


3.2   
Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless
and until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to
an exemption from registration under the Act and applicable state securities laws, the availability of which is established to
the reasonable satisfaction of the Company, (ii) a Registration Statement relating to the offer and sale of such securities that
includes a current prospectus with respect to which the Holder has exercised its registration rights pursuant to Section 4.2
herein, has been filed and declared effective by the Securities and Exchange Commission (the “Commission”) and
compliance with applicable state securities law has been established.


 


4.   
Registration Rights.


 


		4.1	Demand Registration.



 


4.1.1  
Grant of Right. The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least
fifty-one percent (51%) of the Purchase Warrants and/or the underlying shares (“Majority Holders”), agrees to
register, on one occasion, all or any portion of the shares underlying the Purchase Warrants (collectively, the “Registrable
Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable
Securities within sixty (60) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration
statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however,
that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect
to which the Holder is entitled to piggyback registration rights pursuant to Section 4.2 hereof and either: (i) the Holder has
elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to
an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been
withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during
a period of four (4) years beginning on the Exercise Date. The Company covenants and agrees to give written notice of its receipt
of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities
within ten (10) days after the date of the receipt of any such Demand Notice.


 


4.1.2   Terms.
The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section
4.1.1, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the
Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable
best efforts to cause the filing required herein to become effective promptly and to qualify or register the
Registrable Securities in such States as are reasonably requested by the Holder(s); provided, however, that in
no event shall the Company be required to register the Registrable Securities in a State in which such registration would
cause: (i) the Company to be obligated to register or license to do business in such State or submit to general service of
process in such State, or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital
stock of the Company. The Company shall cause any registration statement filed pursuant to the demand right granted under
Section 4.1.1 to remain effective for a period of at least twelve (12) consecutive months after the date that the Holders of
the Registrable Securities covered by such registration statement are first given the opportunity to sell all of such
securities. The Holders shall only use the prospectuses provided by the Company to sell the shares covered by such
registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the
Holder that such prospectus may no longer be used due to a material misstatement or omission. Notwithstanding the provisions
of this Section 4.1.2, the Holder shall be entitled to a demand registration under this Section 4.1.2 on only one (1)
occasion and such demand registration right shall terminate on the fifth anniversary of the qualification date of the
registration statement in accordance with FINRA 5110(f)(2)(G)(iv).


 






    


     


    




 


		4.2	“Piggy-Back” Registration.



 


4.2.1  
Grant of Right. Unless all of the Shares underlying the Purchase Warrants (collectively, the “Registrable
Securities”) are included in an effective registration statement with a current prospectus, the Holder shall have the
right, for a period of five (5) years commencing one hundred eighty (180) days after the Qualification Date, to include the remaining
Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction
contemplated by Rule 145 promulgated under the Act or pursuant to Form S-3 or any equivalent form); provided, however, that if,
solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s)
thereof shall, in its reasonable discretion, impose a limitation on the number of shares of Common Stock which may be included
in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation
is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only
such limited portion of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter
shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable
Securities in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that
the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the
holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata
inclusion with the Registrable Securities.


 


4.2.2  
Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant
to Section 4.2.1 hereof, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel
selected by the Holders to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed
registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than thirty


(30) days written notice prior to the proposed
date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration
statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders
of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written
notice, within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement.
Except as otherwise provided in this Purchase Warrant, there shall be no limit on the number of times the Holder may request
registration under this Section 4.2.2.


 


		4.3	General Terms.



 


4.3.1   Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement
hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of
the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense
or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating,
preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act
or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions
pursuant to which the Company has agreed to indemnify the Underwriter contained in Section 5.1 of the Underwriting Agreement.
The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and
assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability
(including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or
defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise,
arising from information furnished by or on behalf of such Holders, or their successors or assigns, in writing, for specific
inclusion in such registration statement to the same extent and with the same effect as the provisions contained in Section
5.2 of the Underwriting Agreement pursuant to which the Underwriter has agreed to indemnify the Company.


 






    


     


    




 


4.3.2  
Exercise of Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s)
to exercise their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.


 


4.3.3  
Documents Delivered to Holders. If the registration statement includes an underwritten public offering, the Company
shall furnish to each underwriter of any such offering, a signed counterpart, addressed to such underwriter, of: (i) an opinion
of counsel to the Company, dated as of the date on which the Registrable Securities are delivered to the underwriter for sale pursuant
to such registration, and (ii) a “cold comfort” letter dated the effective date of such registration statement and
the date of the closing under the underwriting agreement signed by the independent registered public accounting firm which has
issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially
the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’
letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered to underwriter(s) in underwritten public offerings of securities. The Company
shall also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described
below and to the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel
or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement
and permit each Holder and underwriter(s) to do such investigation, upon reasonable advance notice, with respect to information
contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws
or rules of FINRA. Such investigation shall include access to books, records and properties and opportunities to discuss the business
of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times as any such
Holder shall reasonably request.


 


4.3.4   Underwriting
Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by
any Holders whose Registrable Securities are being registered pursuant to this Section 4, which managing underwriter
shall be reasonably satisfactory to the Company. Such agreement shall be reasonably satisfactory in form and substance to the
Company, each Holder and such managing Underwriter, and shall contain such representations, warranties and covenants by the
Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter.
The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities
and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the
benefit of such Underwriter(s) shall also be made to and for the benefit of such Holders. Such Holders shall not be required
to make any representations or warranties to or agreements with the Company or the Underwriter(s) except as they may relate
to such Holders, their Shares and their intended methods of distribution.


 






    


     


    

 


 


4.3.5  
Documents to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall
furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought
of selling security holders.


 


4.3.6  
Damages. Should the registration or the effectiveness thereof required by Section 4.3 hereof be delayed by
the Company or the Company otherwise fails to comply with such provisions, the Holder(s) shall, in addition to any other legal
or other relief available to the Holder(s), be entitled to obtain specific performance or other equitable (including injunctive)
relief against the threatened breach of such provisions or the continuation of any such breach, without the necessity of proving
actual damages and without the necessity of posting bond or other security.


 


4.3.7
Rule 144 Registration. The provisions of this Section 4 shall be inapplicable to the extent the Registrable
Securities become eligible for sale by the Holder without the need for current pubic information or other restriction pursuant
to Rule 144 under the Act.


 


5.   
New Purchase Warrants to be Issued.


 


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


 


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


 


6.   
Adjustments.


 


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


 


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


 


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


 






    


     


    




 


6.1.3  
Replacement of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
Shares other than a change covered by Section 6.1.1 or Section 6.1.2 hereof or that solely affects the par value
of such Shares, or in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another
corporation (other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation
and that does not result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance
to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with
which the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the
right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable
hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution
following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase
Warrant immediately prior to such event; and if any reclassification also results in a change in Shares covered by Section 6.1.1
or Section 6.1.2, then such adjustment shall be made pursuant to Section 6.1.1, Section 6.1.2 and this Section
6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations,
share reconstructions or amalgamations, or consolidations, sales or other transfers.


 


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


 


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


 


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


 






    


     


    

 


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


 


8.   
Certain Notice Requirements.


 


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


 


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


 


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


 






    


     


    




 


8.4    Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and
shall be deemed to have been duly made (1) when hand delivered, (2) when mailed by express mail or private courier service,
(3) when the event requiring notice is disclosed in all material respects and filed in a current report on Form 8-K or in a
definitive proxy statement on Schedule 14A prior to the Notice Date or (4) if sent by electronic mail, on the day the
notice was sent if during regular business hours and, if sent outside of regular business hours, on the following business
day: (i) if to the registered Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the
Company, or (ii) if to the Company, to following address or to such other address as the Company may designate by notice to
the Holders:


 


If to the Holder:


 


Boustead Securities, LLC


898 North Sepulveda Blvd, #400 El Segundo, California 90245 Facsimile:
815-301-8099


Attn: Daniel J. McClory, Managing Director With a
copy (which shall not constitute notice) to:


Orrick, Herrington & Sutcliffe LLP 405 Howard Street


San Francisco, California 94105 Facsimile: 415-773-5759


Attn: Andrew Thorpe, Esq.


 


If to the Company:


 


Adomani, Inc.


620 Newport Center Drive, Suite 1100 Newport Beach, California 90245 Email:
jim.r@adomanielectric.com


Attn: Jim Reynolds, Chief Executive Officer With
a copy (which shall not constitute notice) to:


DLA Piper LLP (US)


2000 University Avenue


East Palo Alto, California 94303-2215 Facsimile: 650-687-1170


Attn: Curtis L. Mo, Esq.


 


9.   
Miscellaneous.


 


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


 






    


     


    




 


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


 


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


 


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


 


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


 


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


 


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


 






    


     


    




 


9.8    Execution
in Counterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute
one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties
hereto and delivered to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or
other electronic transmission.


 


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EXHIBIT A


 


Form to be used to exercise Purchase Warrant: Date: _____, 20 _____


 


The undersigned hereby elects
irrevocably to exercise the Purchase Warrant forShares of Adomani, Inc., a Delaware corporation (the “Company”)
and hereby makes payment of $ (at the rate of $ per Share) in payment of the Exercise Price pursuant thereto. Please issue the
Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new
Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.


 


or


 


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


 


	X	= 	Y(A − B)	 
			A	 







 





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



 


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


 


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


 





Signature


 


Signature Guaranteed


 


 


 






    


     


    

 











INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


Name:


 


(Print in Block Letters) Address:


 


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


 


 






    


     


    

 





EXHIBIT B


 


 


Form to be used to assign Purchase Warrant:


 


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


 


FOR VALUE RECEIVED,does hereby
sell, assign and transfer unto the right to purchase shares of Adomani, Inc., a Delaware corporation (the “Company”),
evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company.


 


Dated: _____, 20 _____


 


Signature


 


 


NOTICE: The signature to this form must correspond with
the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever.