Exhibit 4.2


 


THIS WARRANT AND THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT
SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON
FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE DATE OF EFFECTIVENESS OF THE PUBLIC OFFERING OF THE
COMPANY’S SECURITIES PURSUANT TO REGISTRATION STATEMENT NO.: 333-229128 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(g)(2).


 


REPRESENTATIVE WARRANT


 


POWERBRIDGE TECHNOLOGIES CO., LTD.


 


	Warrant Shares: _______	Issuance Date: ________, 2019


 


THIS REPRESENTATIVE
PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__________] or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after date that is 180 days after the effectiveness date (the “Effective Date”) of the Registration Statement
(the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of
the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Powerbridge
Technologies Co., Ltd., a Cayman Islands exempted company (the “Company”), up to ______ ordinary shares (as
subject to adjustment hereunder, the “Warrant Shares”)1 of the Company, par value $0.00166667 per
share (“Ordinary Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the
Exercise Price, as defined in Section 2(b).


 


Section 1. Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Underwriting
Agreement, dated __________, 2019, between the Company and, on behalf of the Underwriters named on Schedule I thereto, Maxim
Group LLC and The Benchmark Company, LLC, as representatives (the “Agreement”).


 


Section 2. Exercise.


 


a) Exercise
of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial
Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as
the Company may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of
the Company) of a duly executed facsimile copy of the Notice of Exercise form annexed hereto. Within three (3) Trading Days following
the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable
Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure
specified in Section 2(c) below is available and specified in the applicable Notice of Exercise. Notwithstanding anything herein
to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased
all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender
this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered
to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to
the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant
Shares purchased and the date of such purchases; provided that the records of the Company, absent manifest error, will be conclusive
with respect to the number of Warrant Shares purchasable from time to time hereunder. The Company shall deliver any objection to
any Notice of Exercise form within one (1) business day of receipt of such notice. The Holder and any assignee, by acceptance
of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion
of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than
the amount stated on the face hereof.


 


 


 





 



1 7%
of the number of shares sold in the offering. 


 






     


     


    

 


b) Exercise
Price. The exercise price per Ordinary Share under this Warrant shall be $____ (which is 110% of the offering price
per share in the Company’s offering contemplated by the Underwriting Agreement), subject to adjustment hereunder (the “Exercise
Price”). Except as where otherwise permitted in accordance with Section 2(c), this Warrant may only be exercised by means
of payment by wire transfer or cashier’s check drawn on a United States bank.


 


c) Cashless
Exercise. This Warrant may, at the option of the Holder, be exercised, in whole or in part, at such time by means of a “cashless
exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing
[(A-B)* (X)] by (A), where:


 


(A) = the VWAP on the Trading
Day immediately preceding the date of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise,”
as set forth in the applicable Notice of Exercise;


 


(B) = the Exercise Price of this
Warrant, as adjusted hereunder; and


 


(X) = the number of Warrant Shares
that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means
of a cash exercise rather than a cashless exercise.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then
listed or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest
preceding date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (“Bloomberg”)
(based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if the OTC Bulletin Board
is not a Trading Market, the volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date)
on the OTC Bulletin Board, (c) if the Ordinary Shares are not then listed or quoted for trading on the OTC Bulletin Board (or its
successor entity) and if the Ordinary Shares are then listed or quoted for trading on the OTCQX or OTCQB marketplaces of the OTC
Markets Group, Inc., the volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date)
on such marketplace, (d) if the Ordinary Shares are not then listed or quoted for trading on the OTCQX or OTCQB marketplaces of
 the OTC Markets Group, Inc. and if prices for the Ordinary Shares are then reported in the “OTC Pink” published
by the OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most
recent bid price per Ordinary Share so reported, or (e) in all other cases, the fair market value of one Ordinary Share as
determined by an independent appraiser selected in good faith by the Board of Directors of the Company and reasonably acceptable
to the Holder, the fees and expenses of which shall be paid by the Company.


 


d) Mechanics
of Exercise.


 


i. Delivery
of Warrant Shares upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit
or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A)
there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares or
(B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder
in the Notice of Exercise by the date that is no later than 11:00 am, Eastern time, on the third (3rd) Trading Day after
the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required) and (C) payment
of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant
Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated
to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant
has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required
to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, have been paid.


 






    2


     


    

 


ii. Delivery
of New Warrants upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder
and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall
in all other respects be identical with this Warrant.


 


iii. Rescission
Rights. If the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


iv. Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares upon Exercise. In addition to any other rights available to the Holder,
if the Holder has taken all actions necessary under the terms of this Warrant for such Holder to receive the Warrant Shares, if
the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to an exercise on or before
the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction
or otherwise) or the Holder’s brokerage firm otherwise purchases, Ordinary Shares to deliver in satisfaction of a sale by
the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then
the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including
brokerage commissions, if any) for the Ordinary Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number
of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the
price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either
reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which
case such exercise shall be deemed rescinded) or deliver to the Holder the number of Ordinary Shares that would have been issued
had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Ordinary
Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Ordinary Shares with
an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence
the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts
payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein
shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver
Ordinary Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 


v. No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


 


vi. Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the
Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that, in the event Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as
a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall
pay all Transfer Agent fees required for same-day processing of any Notice of Exercise.


 


vii. Closing
of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this
Warrant, pursuant to the terms hereof.


 






    3


     


    

 


e) Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after
exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of
the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of 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 such determination is being made, but shall exclude the number of Ordinary Shares which would be
issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its
Affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including,
without limitation, any other Ordinary Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation
contained herein beneficially owned by the Holder or any of its Affiliates.  Except as set forth in the preceding sentence,
for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act
and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing
to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible
for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e)
applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together
with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the
submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether, and representation and certification
to the Company that, this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates)
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Ordinary Shares, a Holder may
rely on the number of outstanding Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report
filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written
notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding.  Upon the written or
oral request of a Holder, the Company shall within two (2) Trading Days confirm orally and in writing to the Holder the number
of Ordinary Shares then outstanding.  In any case, the number of outstanding Ordinary Shares shall be determined after giving
effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since
the date as of which such number of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares
issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase
or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation
in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary
Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any such
increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The
provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms
of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect
to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.


 


Section 3.Certain
Adjustments.


 


a) Share
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise
makes a distribution or distributions on its Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary
Shares (which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant),
(ii) subdivides outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split)
outstanding Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification any Ordinary Shares of the Company,
then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares
(excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number
of Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall
be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made
pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled
to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.


 


b) [RESERVED]


 






    4


     


    

 


c) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is
outstanding the Company grants, issues or sells any Ordinary Share Equivalents or other rights to purchase shares, warrants, securities
or other property pro rata to the record holders of any class of Ordinary Shares (the “Purchase Rights”), then
the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which
the Holder could have acquired if the Holder had held the number of Ordinary Shares acquirable upon complete exercise of this Warrant
(without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) 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
(provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder
exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such
extent (or beneficial ownership of such Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right
to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the
Holder exceeding the Beneficial Ownership Limitation).  The provisions of this Section 3(c) will not apply to any grant, issuance
or sale of Ordinary Share Equivalents or other rights to purchase shares, warrants, securities or other property of the Company
which is not made pro rata to the record holders of any class of Ordinary Shares.


 


d) Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any non-cash 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 shares or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction), except to the extent
an adjustment was already made pursuant to Section 3(a) and other than regular quarterly or other periodic dividends that
may be initiated in the future (a "Distribution"), at any time after the issuance of this Warrant, then, in each
such case and to the extent permitted by FINRA Rule 5110(f)(2)(G), the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the
Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record
is taken, the date as of which the record holders of Ordinary Shares are to be determined for the participation in such Distribution
(provided, however, to the extent that the Holder's right to participate in any such Distribution would result
in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution
to such extent (or in the beneficial ownership of any Ordinary Shares as a result of such Distribution to such extent) and the
portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto
would not result in the Holder exceeding the Beneficial Ownership Limitation).


 






    5


     


    

 


e) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person (other than solely with respect to
a name change of the Company), (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer,
conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any,
direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant
to which holders of Ordinary Shares are permitted to sell, tender or exchange their shares for other securities, cash or property
and has been accepted by the holders of 50% or more of the outstanding Ordinary Shares, (iv) the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or
any compulsory share exchange pursuant to which the Ordinary Shares is effectively converted into or exchanged for other securities,
cash or property (other than a reclassification in which the Company’s shareholders remain the same), or (v) the Company,
directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group
of Persons whereby such other Person or group acquires more than 50% of the outstanding Ordinary Shares (not including any Ordinary
Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making
or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would
have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction (without regard to any
limitation in Section 2(e) on the exercise of this Warrant), the number of Ordinary Shares of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant)
without duplication of the Successor Entity securities deliverable under Section 3(e) below . For purposes of any such exercise,
the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount
of Alternate Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction, and the Company shall apportion
the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components
of the Alternate Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash or property to be
received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives
upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event
of a Fundamental Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule
13e-3 under the Exchange Act, or (3) a Fundamental Transaction involving a person or entity not traded on a national securities
exchange, including, but not limited to, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq
Capital Market, the Company or any Successor Entity (as defined below) shall, at the option of the Holder, exercisable at any time
concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder
by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant
on the date of the consummation of such Fundamental Transaction. “Black Scholes Value” means the value of this
Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined
as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest
rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the
applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100
day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement
of the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental
Transaction is consummated, (C) the underlying price per share used in such calculation shall be the sum of the price per share
being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction
and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction
and the Termination Date. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not
the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this
Warrant in accordance with the provisions of this Section 3(e), and to deliver to the Holder in exchange for this Warrant a security
of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is
exercisable for a corresponding number of shares of share capital of such Successor Entity (or its parent entity) equivalent to
the Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise
of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to
such shares of share capital (but taking into account the relative value of the Ordinary Shares pursuant to such Fundamental Transaction
and the value of such shares of the share capital, such number of shares of share capital and such exercise price being for the
purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction).
Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that
from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring
to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company
and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect
as if such Successor Entity had been named as the Company herein.


 






    6


     


    

 


f) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the
sum of the number of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.


 


g) Notice
to Holder.


 


i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of
Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii. Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the
Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares,
(C) the Company shall authorize the granting to all holders of the Ordinary Shares rights or warrants to subscribe for or purchase
any shares of the share capital of any class or of any rights, (D) the approval of any shareholders of the Company shall be required
in connection with any reclassification of the Ordinary Shares, any consolidation or merger to which the Company is a party, any
sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Ordinary
Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder
at its last address as it shall appear upon the Warrant Register of the Company, at least five business days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose
of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders
of the Ordinary Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined
or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective
or close, and the date as of which it is expected that holders of the Ordinary Shares of record shall be entitled to exchange their
Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer
or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect
the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder
constitutes, or contains, material, non-public information regarding the Company, the Company shall simultaneously file such notice
with the Commission pursuant to a Current Report on Form 6-K. The Holder shall remain entitled to exercise this Warrant during
the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise
be expressly set forth herein.


 


Section 4. Transfer
of Warrant.


 


a) Transferability.
This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in
part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment
of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient
to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company
shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance
herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Neither
this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold, transferred, assigned, pledged, or hypothecated,
or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic
disposition of the securities by any person for a period of 180 days immediately following the Effective Date, except:


 


(i) the
transfer of any security by operation of law or by reason of reorganization of the Company;


 


(ii) the
transfer of any security to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities
so transferred remain subject to the lock-up restriction in this Section 4(a) for the remainder of the time period; or


 


(iii) the
exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in this Section 4(a)
for the remainder of the time period.


 






    7


     


    

 


b) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the
Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial
issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant
thereto.


 


c) Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and
for all other purposes, absent actual notice to the contrary.


 


Section 5. Registration
Rights.


 


a) 
Demand Registration.


 


i.  Grant
of Right. If at any time prior to the Expiration Date, the Registration Statement is no longer effective, the Company, upon
written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Warrant Shares (“Majority
Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Securities
Act on a maximum of two occasions, all or any portion of the Warrant Shares requested by the Majority Holders in the Initial Demand
Notice (the “Registrable Securities”). On each occasion, the Company will use its best efforts to file a registration
statement covering the Registrable Securities within 60 days after receipt of the Initial Demand Notice and use its best efforts
to have such registration statement declared effective as soon as possible thereafter. The demand for registration may be made
at any time during which the Majority Holders hold any of the Warrant Shares. Notwithstanding the foregoing, the Company shall
not be required to effect a registration pursuant to this Section 5 a): (A) with respect to securities that are not Registrable
Securities; (B) during any Scheduled Black-Out Period; (C) if the aggregate offering price of the Registrable Securities to be
offered is less than $250,000, unless the Registrable Securities to be offered constitute all of the then-outstanding Registrable
Securities; or (D) within 180 days after the effective date of a prior registration in respect of the Company’s Ordinary
Shares, including a Demand Registration (or, in the event that Holders were prevented from including any Registrable Securities
requested to be included in a Piggyback Registration pursuant to Section 5(b), within 90 days after the effective date of such
prior registration in respect of the Company’s Ordinary Shares. For purposes of this Agreement, a “Scheduled Black-Out
Period” shall means the periods from and including the day that is ten days prior to the last day of a fiscal quarter
of the Company to and including the day that is two days after the day on which the Company publicly releases its earnings for
such fiscal quarter. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold
and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrant Shares of the demand within
ten days from the date of the receipt of any such Initial Demand Notice. Each holder of the Warrant Shares who wishes to include
all or a portion of such holder’s Warrant Shares in the Demand Registration (each such holder including shares of Registrable
Securities in such registration, a “Demanding Holder”) shall so notify the Company within 15 days after the
receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their
Warrant Shares included in the Demand Registration. The Company shall not be obligated to effect more than two Demand Registration
under this Section 5(a)(i) in respect of all Warrant Shares during the 5 year period after the Effective Date.


 


ii. Effective
Registration. A registration will not count as a Demand Registration until the registration statement filed with the
Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of
its obligations under this Warrant with respect thereto.


 






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iii. Terms.
For the first Demand Registration, the Company shall bear all fees and expenses attendant to registering the
Registrable Securities, including the reasonable fees of one legal counsel selected by the Holders to represent them in
connection with the sale of the Registrable Securities, but the Holders shall pay any and all underwriting commissions. For
the second Demand Registration, the Holder shall bear all fees and expenses attendant to registering the Registrable
Securities, including the expenses of any legal counsel selected by the Company to represent it in connection with the sale
of the Registrable Securities. The Company agrees to use its best efforts to qualify or register the Registrable Securities
in such states as are reasonably requested by the Majority 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 qualify to do business in such state, or would subject the Company to taxation as a foreign corporation doing
business in such jurisdiction or (ii) the principal shareholders of the Company to be obligated to escrow their Ordinary
Share of the Company. The Company shall use its best efforts to cause any registration statement filed pursuant to the demand
rights granted under Section 5(a)(iii) to remain effective until all Registrable Securities are sold.


 


iv. Notwithstanding
the foregoing, if the Board of Directors of the Company determines in its good faith judgment that the filing of a registration
statement in connection with a Demand Registration (i) would be seriously detrimental to the Company in that such registration
would interfere with a material corporate transaction or (ii) would require the disclosure of material non-public information
concerning the Company that at the time is not, in the good faith judgment of the Board of Directors, in the best interests of
the Company to disclose and is not, in the opinion of the Company’s counsel, otherwise required to be disclosed, then the
Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental
under clause (i) or would require such disclosure under clause (ii); provided, however, that (x) the Company may not defer such
filing for a period of more than 90 days after receipt of any demand by the Holders and (y) the Company shall not exercise its
right to defer a Demand Registration more than once in any 12-month period. The Company shall give written notice of its determination
to the Holders to defer the filing and of the fact that the purpose for such deferral no longer exists, in each case, promptly
after the occurrence thereof.


 


b) Piggy-Back
Registration.


 


i.  Piggy-Back
Rights. If at any time during the seven year period after the Effective Date in which the Registrable Securities are outstanding,
the Company proposes to file a registration statement under the Securities Act with respect to an offering of equity securities,
or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for
its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including,
without limitation, pursuant to Section 5(a)), other than a registration statement (i) filed in connection with any employee
share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing
shareholders, or (iii) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing
to the holders of Registrable Securities as soon as practicable but in no event less than ten days before the anticipated filing
date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of
distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the
holders of Registrable Securities in such notice the opportunity to register the sale of such number of Warrant Shares held by
such holder (the “Piggy-Back Registrable Securities”), as such holders may request in writing within five days
following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Piggy-Back Registrable
Securities to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters
of a proposed underwritten offering to permit the Piggy-Back Registrable Securities requested to be included in a Piggy-Back Registration
on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such
Piggy-Back Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Piggy-Back
Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter
or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for
such Piggy-Back Registration.


 






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ii. Reduction
of Offering. If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an
underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or
number of Ordinary Shares which the Company desires to sell, taken together with Ordinary Shares, if any, as to which
registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Piggy-Back
Registrable Securities hereunder, the Piggy-Back Registrable Securities as to which registration has been requested under
this Section 5(b), and the Ordinary Shares, if any, as to which registration has been requested pursuant to the written
contractual piggy-back registration rights of other shareholders of the Company, exceeds the maximum dollar amount or maximum
number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the
distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares,
as applicable, the “Maximum Number of Shares”), then the Company shall include in any such
registration:


 


(x) If
the registration is undertaken for the Company’s account: (A) first, the Ordinary Shares or other securities that the
Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (B) second, subject to the requirements
of registration rights granted by the Company prior to the date hereof, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (A), up to the amount of Ordinary Shares or other securities that can be sold without
exceeding the Maximum Number of Shares, on a pro rata basis, from (i) Piggy-Back Registrable Securities as to which registration
has been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders and (ii)
the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register pursuant to
written contractual piggy-back registration rights with such persons;


 


(y) If
the registration is a Demand Registration undertaken at the demand of holders of Registrable Securities, subject to the requirements
of registration rights granted by the Company prior to the date hereof, (A) first, the Ordinary Shares or other securities for
the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent
that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or other securities
comprised of Piggy-Back Registrable Securities, pro rata, as to which registration has been requested pursuant to the terms hereof
that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other securities for the account of other
persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold
without exceeding the Maximum Number of Shares.


 


iii. Withdrawal.
Any holder of Piggy-Back Registrable Securities may elect to withdraw such holder’s request for inclusion of such
Piggy-Back Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to
withdraw prior to the effectiveness of the registration statement. The Company (whether on its own determination or as
the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a
registration statement at any time prior to the effectiveness of the registration statement. Notwithstanding any such
withdrawal, the Company shall pay all expenses incurred by the holders of Piggy-Back Registrable Securities in connection
with such Piggy-Back Registration as provided in Section 5(b)(iv).


 


iv. Terms.
The Company shall bear all fees and expenses attendant to registering the Piggy-Back Registrable Securities, including the expenses
of any legal counsel selected by the Holders to represent them in connection with the sale of the Piggy-Back Registrable Securities
but the Holders shall pay any and all underwriting commissions related to the Piggy-Back Registrable Securities. In the event
of such a proposed registration, the Company shall furnish the then Holders of outstanding Piggy-Back Registrable Securities with
not less than fifteen 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 applicable registration statement filed (during the period in which the Warrant
is exercisable) by the Company until such time as all of the Piggy-Back Registrable Securities have been registered and sold.
The Holders of the Piggy-Back Registrable Securities shall exercise the “piggy-back” rights provided for herein by
giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement.
The Company shall use its best efforts to cause any registration statement filed pursuant to the above “piggyback”
rights to remain effective for at least nine months from the date that the Holders of the Piggy-Back Registrable Securities are
first given the opportunity to sell all of such securities.


 






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c) General
Terms. These additional terms shall relate to registration under Sections 5(a) above:


 


i.  Indemnification.


 


(w) The
Company shall, to the fullest extent permitted by applicable law, 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 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 litigation, commenced
or threatened, or any claim whatsoever whether arising out of any action between the underwriter and the Company or between the
underwriter and any third party or otherwise) to which any of them may become subject under the Act, the Exchange Act or otherwise,
arising from such registration statement; provided, however, that, with respect to any Holder of Registrable Securities,
this indemnity shall not apply to any loss, liability, claim, damage or expense to the extent arising out of an untrue statement
or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished
to the Company by such Holder expressly for use in the registration statement (or any amendment thereto), or any preliminary prospectus
or the prospectus (or any amendment or supplement thereto).


 


(x) 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, its officers and directors and each person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20(a) of the 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 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(or any amendment thereto), or any preliminary prospectus or the prospectus (or any amendment or supplement thereto).


 


(y) Each
indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity
may be sought hereunder, but failure to so notify an indemnifying party shall not relieve the indemnifying party from any liability
it may have under this Agreement, except to the extent that the indemnifying party is prejudiced thereby. If it so elects, after
receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the
defense of such action with counsel chosen by it; provided, however, that the indemnified party shall be entitled
to participate in (but not control) the defense of such action with counsel chosen by it, the reasonable fees and expenses of which
shall be paid by such indemnified party, unless a conflict would arise if one counsel were to represent both the indemnified party
and the indemnifying party, in which case the reasonable fees and expenses of counsel to the indemnified party shall be paid by
the indemnifying party or parties. In no event shall the indemnifying party or parties be liable for a settlement of an action
with respect to which they have assumed the defense if such settlement is effected without the written consent of such indemnifying
party, or for the reasonable fees and expenses of more than one counsel for (i) the Company, its officers, directors and controlling
persons as a group, and (ii) the selling Holders and their controlling persons as a group, in each case, in connection with any
one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances;
provided, however, that if, in the reasonable judgment of an indemnified party, a conflict of interest may exist
between such indemnified party and the Company or any other of such indemnified parties with respect to such claim, the indemnifying
party shall be obligated to pay the reasonable fees and expenses of such additional counsel.


 


(z) If
the indemnification provided for in or pursuant to Section 5(b)(i) is due in accordance with the terms hereof, but held by a court
of competent jurisdiction to be unavailable or unenforceable in respect of any losses, claims, damages, liabilities or expenses
referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute
to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in
such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified
party on the other in connection with the statements or omissions which result in such losses, claims, damages, liabilities or
expenses as well as any other relevant equitable considerations. The relative fault of the indemnifying party on the one hand and
of the indemnified party on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party, and by such party’s relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.


 






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ii.
Documents Delivered to Holders. The Company shall furnish the initial Holder a signed counterpart, addressed to the initial
Holder, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration
includes an underwritten public offering, an opinion dated the date of the closing under any underwriting agreement related thereto),
and (ii) if such registration statement is filed in connection of an underwritten public offering, a “cold comfort”
letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering,
a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have
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 underwriters in underwritten public offerings of securities.


 


iii. Supplemental
Prospectus. Each Holder agrees, that upon receipt of any notice from the Company of the happening of any event as a
result of which the prospectus included in the registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing, such Holder will immediately discontinue disposition of
Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder’s
receipt of the copies of a supplemental or amended prospectus, and, if so desired by the Company, such Holder shall deliver
to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of such destruction) all
copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable
Securities current at the time of receipt of such notice. Immediately after discovering of such an event which causes the
prospectus included in the registration statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing, the Company shall prepare and file, as soon as practicable, a supplement or
amendment to the prospectus so that such registration statement does not include any untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing and distribute such supplement or amendment to each Holder.


 


Section 6. Miscellaneous.


 


a) No
Rights as shareholder until Exercise. This Warrant does not entitle the Holder to any voting rights, dividend rights or other
rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2, except as expressly set forth in
Section 3.


 


b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any share certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of
the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or share certificate,
if mutilated, the Company will make and deliver a new Warrant or share certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or share certificate.


 


c) Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a business day, then, such action may be taken or such right may be exercised on the next succeeding
business day.


 


d) Authorized
Shares.


 


i. The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary
Shares a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers
who are charged with the duty of executing share certificates to execute and issue the necessary Warrant Shares upon the exercise
of the purchase rights under this Warrant. The Company will take all such commercially reasonable action as may be necessary to
assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any
requirements of the Trading Market upon which the Ordinary Shares may be listed. The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully
paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other
than taxes in respect of any transfer occurring contemporaneously with such issue).


 






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ii. Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amending its certificate 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
of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without
limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount
payable therefor upon the exercise of this Warrant, (ii) take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii)
use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.


 


iii. Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or
in the Exercise Price, the Company shall obtain all such authorizations therefor, exemptions thereof, or consents thereto, as may
be necessary from any regulatory body having jurisdiction thereof.


 


e) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Venue for jurisdiction of all disputes under this Warrant shall be as provided for in Section 7.7 of
the Agreement.


 


f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does
not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.


 


g) Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of this Warrant or the Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which
results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover
any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings,
incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.


 


h) Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
in accordance with the notice provisions of provided for in Section 7.3 of the Agreement.


 


i) Limitation
of Liability. No provision hereof, in the absence of affirmative action by the Holder sufficient to exercise this Warrant to
purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability
of the Holder for the purchase price of any Ordinary Shares or as a shareholder of the Company, whether such liability is asserted
by the Company or by creditors of the Company.


 


j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert
the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate.


 






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k) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and
shall be enforceable by the Holder or holder of this Warrant.


 


l) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Warrant.


 


n) Headings.
The headings used in this Warrant are for reference only and shall not, for any purpose, be deemed a part of this Warrant.





 






    14


     


    







 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


	 	POWERBRIDGE TECHNOLOGIES CO., LTD.
	 	 
	 	By:	 
	 	 	Name: Ban Lor
	 	 	Title: Chief Executive Officer


 









    15


     


    

 


NOTICE OF EXERCISE


 


TO: POWERBRIDGE TECHNOLOGIES CO., LTD.


 


(1) The undersigned
hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant, dated _______,
2019, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2) Payment shall take
the form of (check applicable box):


 


 ̈ in
lawful money of the United States by wire transfer or cashier’s check drawn on a United States bank; or


 


 ̈ if
permitted by the terms of the Warrant, the cancellation of such number of Warrant Shares as is necessary, in accordance with the
formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable
pursuant to the cashless exercise procedure set forth in subsection 2(c).


 


(3) Please issue said
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:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity: ________________________________________________________________________


Signature of Authorized Signatory of
Investing Entity: _________________________________________________


Name of Authorized Signatory: ___________________________________________________________________


Title of Authorized Signatory: ____________________________________________________________________


Date: ____________________________________________________________________________________


 






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ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute
this form and supply required information. Do not use this form to exercise the warrant.)


 


FOR VALUE RECEIVED, [____] all of or [_______]
shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


_______________________________________________
whose address is


 


_______________________________________________________________.


 


_______________________________________________________________


 


Date: ______________, _______


 


Holder’s Signature: _____________________________


 


Holder’s Address:   _____________________________


 


_____________________________


 


Signature Guaranteed: ___________________________________________


 


NOTE: The signature to this Assignment
Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing Warrant.


 


 


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