Exhibit
4.2


 


NEITHER
THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF
COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS WARRANT AND
THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED
BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


TAOPING
INC.


 


ORDINARY
SHARES PURCHASE WARRANT


 





	Warrant No. 	Original Issue Date: March _________, 2020
	Initial Holder:	No. of Shares Subject to Warrant: 160,000
	 	Initial Exercise Price Per Share: $1.50 (subject to the adjustment pursuant to Section 9)
	 	Expiration Time: The 3 year anniversary of the Original Issuance Date




 


TAOPING
INC., a BVI business company (the “Company”), hereby certifies that, for value received, the Initial Holder
shown above, or its permitted registered assigns (the “Holder”), is entitled to purchase from the Company up
to the number of its ordinary shares, no par value (the “Ordinary Shares”), shown above (each such share, a
“Warrant Share” and all such shares, the “Warrant Shares”) at the exercise price shown above
(as may be adjusted from time to time as provided herein, the “Exercise Price”), at any time and from time
to time on or after the original issue date indicated above (the “Original Issue Date”), but not after the
expiration time shown above (the “Expiration Time”), and subject to the following terms and conditions:


 


This
Warrant is being issued pursuant to that certain Securities Purchase Agreement, dated March 27, 2020 (the “Purchase Agreement”),
by and between the Company and the Initial Holder.


 


1. Definitions.
In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings
given to such terms in the Purchase Agreement.


 


2. List
of Warrant Holders. 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 (which shall include the Initial Holder or, as the
case may be, any registered assignee to which this Warrant is permissibly assigned hereunder 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.


 




    	 



     


    

 


3. List
of Transfers; Restrictions on Transfer. The Company shall register any transfer of all or any portion of this Warrant in the
Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the
Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Ordinary Shares, in
substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this
Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not
so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof
shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the
Holder has in respect of this Warrant.


 


4. Exercise
and Duration of Warrant; Forced Exercise of Warrant.


 


(a) All
or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Section 4 at any time
and from time to time on or after the Original Issue Date but not after the Expiration Time. If this Warrant has not been exercised
prior to the Expiration Time, this Warrant shall be deemed to have been automatically exercised on the Expiration Time pursuant
to the “Cashless Exercise” provisions set forth in Section 4(c) hereof.


 


(b) The
Holder may exercise this Warrant by delivering to the Company: (i) an exercise notice, in the form attached hereto (the “Exercise
Notice”), completed and duly signed, (ii) if such Holder is not utilizing the cashless exercise provisions set forth
in this Warrant, payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise
Price for the number of Warrant Shares as to which this Warrant is being exercised, and (iii) the original Warrant. A facsimile
or PDF signature of the Holder on the Exercise Notice shall be sufficient for purposes of execution of the Exercise Notice. The
date such items as set forth in (i), (ii) and (iii) above are delivered to the Company (as determined in accordance with the notice
provisions hereof) is an “Exercise Date.” Execution and delivery of the Exercise Notice shall have the same
effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number
of Warrant Shares.


 


(c) Notwithstanding
anything contained herein to the contrary, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and,
in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise
Price, elect instead to receive upon such exercise the “Net Number” of Ordinary Shares determined according to the
following formula (a “Cashless Exercise”):


 


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


B


 


For
purposes of the foregoing formula:


 


	 	A=
    	the
    total number of shares with respect to which this Warrant is then being exercised.
	 	 	 
	 	B=
    	the
    Per Share Price (as defined below) of one (1) Ordinary Share at the time the net issuance election under this Section 4(c)
    is made.
	 	 	 
	 	C=	the
    Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


For
purposes of Section 4(c), “Per Share Price” means: (i) If this Warrant is exercised on the date when the Company’s
Ordinary Shares are traded on a Trading Market (other than the Pink Market operated by OTC Markets), the Per Share Price shall
be deemed to be the closing price of Company’s Ordinary Shares as listed or quoted on such Trading Market, as reported on
Yahoo! Finance for the Trading Day immediately prior to the Excise Date, (ii) if Company’s Ordinary Shares are actively
traded on the Pink Market, the Per Share Price shall be deemed to be the closing bid or sales price, whichever is applicable,
of Company’s Ordinary Shares as reported on Yahoo! Finance for the Trading Day immediately prior to the date of Holder’s
election; or (iii) if neither (i) nor (ii) is applicable, the Per Share Price shall be determined in good faith by the Board of
Directors of Company based on relevant facts and circumstances at the time of the net exercise under Section 4(c), including in
the case of a change of control of the Company the consideration receivable by the holders of the Ordinary Shares in such change
of control.


 




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For
purposes of Rule 144(d) promulgated under the Securities Act, as in effect on the date hereof, assuming the Holder is not an affiliate
of the Company, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by
the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the Original Issue Date.


 


(d) 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.


 


5. Delivery
of Warrant Shares.


 


(a) Upon
exercise of this Warrant, the Company shall promptly (but in no event later than ten (10) Trading Days after the Exercise Date)
issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as
the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise. The Holder, or any Person permissibly
so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares
as of the Exercise Date. The Company shall, upon the written request of the Holder, use its best efforts to deliver, or cause
to be delivered, Warrant Shares hereunder electronically through the Depository Trust and Clearing Corporation or another established
clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required
to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through the Depository
Trust and Clearing Corporation. If as of the time of exercise the Warrant Shares constitute restricted or control securities,
the Holder, by exercising, agrees not to resell them except in compliance with all applicable securities laws.


 


(b) To
the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms
hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or
consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same,
or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other
Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective
of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance
of Warrant Shares. 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 certificates representing Ordinary Shares upon exercise of the Warrant as required pursuant
to the terms hereof.


 


(c) If
the Company fails to cause its transfer agent to transmit to the Holder a certificate or the certificates (either physical or
electronic) representing the Warrant Shares pursuant to the terms hereof by applicable delivery date, then, the Holder will have
the right to rescind such exercise.


 


6. Charges,
Taxes and Expenses. Issuance and delivery of certificates for Ordinary Shares upon exercise of this Warrant shall be made
without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense
in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however,
that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration
of any certificates for Warrant Shares or the Warrants in a name other than that of the Holder. The Holder shall be responsible
for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon
exercise hereof.


 




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7. Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity,
if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and
procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result
of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent
to the Company’s obligation to issue the New Warrant.


 


8. Reservation
of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its
authorized but unissued and otherwise unreserved Ordinary Shares, solely for the purpose of enabling it to issue Warrant Shares
upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and deliverable upon the
exercise of this entire Warrant, free from preemptive rights, rights of first refusal, other restrictions, or any other contingent
purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company
covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise
Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable and free from
all taxes, liens and charges with respect to the issuance thereof.


 


9. Certain
Adjustments to Exercise Price. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are
subject to adjustment from time to time as set forth in this Section 9.


 


(a) Adjustments
for Share Splits and Combinations and Share Dividends. If the Company shall at any time or from time to time after the date
hereof, effect a share split or combination of the outstanding Ordinary Shares or pay a share dividend in Ordinary Shares, then
the Exercise Price shall be proportionately adjusted. Any adjustments under this Section 9(a) shall be effective at the close
of business on the date the share split or combination becomes effective or the date of payment of the share dividend, as applicable.


 


(b) Merger
Sale, Reclassification, etc. In case of any: (i) consolidation or merger (including a merger in which the Company is the surviving
entity), (ii) sale or other disposition of all or substantially all of the Company’s assets or distribution of property
to shareholders (other than distributions payable out of earnings or retained earnings), or reclassification, change or conversion
of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the shares or securities
of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the
date hereof, then and in each such case the Holder of this Warrant, upon the exercise hereof at any time thereafter shall be entitled
to receive, in lieu of the shares or other securities and property receivable upon the exercise hereof prior to such consolidation,
merger, sale or other disposition, reclassification, change, conversion or reorganization, the shares or other securities or property
to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior
thereto.


 


10. No
Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of
any fractional shares that would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied
by the closing price of one Warrant Share as reported by the applicable trading market on the Exercise Date, or if there is no
trading market for the Ordinary Shares, the product of such fraction multiplied by the then fair market value of one Warrant Share
as reasonably determined by the Board of Directors of the Company.


 




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11. Notices.
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation,
any Exercise Notice, shall be in writing and delivered as set forth in the Purchase Agreement.


 


12. Warrant
Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder, the
Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any
corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation
to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business
shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly
cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s
last address as shown on the Warrant Register.


 


13. Miscellaneous.


 


(a) This
Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject
to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder
any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed
by the Company and the Holder, or their successors and assigns.


 


(b) 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.


 


(c) The
headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.


 


(d) In
case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefore,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


(e) Prior
to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a shareholder
with respect to the Warrant Shares.


 


(f) No
provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and
no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of 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.


 




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


 


	 	TAOPING
    INC.
	 	 	 
	 	By:	 
	 	Name:	Jianghuai
    Lin
	 	Title:	Chief
    Executive Officer


 




    	 



     


    

 


TAOPING
INC.


 


EXERCISE
NOTICE


 


Ladies
and Gentlemen:


 


(1) The
undersigned hereby elects to exercise the above-referenced Warrant with respect to ______________ Ordinary Shares. Capitalized
terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.


 


(2) The
Holder intends that payment of the Exercise Price shall be made as (check one):


 


[  ]
Cash Exercise under Section 4(b)


[  ]
Cashless Exercise under Section 4(c) (assuming conditions precedent are met)


 


(3) If
the Holder has elected a Cash Exercise, the holder shall pay the sum of $ ______________ to the Company in accordance with the
terms of the Warrant.


 


(4) Pursuant
to this Exercise Notice, the Company shall deliver to the Holder ________________ Warrant Shares determined in accordance with
the terms of the Warrant.


 


	Dated:	 	 	HOLDER:
	 	 	 	 
	 	 	 	 
	 	 	 	Print name
	 	 	 	 	 
	 	 	 	By:	                
	 	 	 	 	 
	 	 	 	Title:	 




 




    	 



     


    

 


TAOPING
INC.


 


FORM
OF ASSIGNMENT


To
be completed and signed only upon transfer of Warrant


 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________ the right represented by the within
Warrant to purchase _________________ Ordinary Shares to which the within Warrant relates and appoints __________________ attorney
to transfer said right on the books of the Company with full power of substitution in the premises.


 





	Dated:	 	 	TRANSFEROR:
	 	 	 	 
	 	 	 	 
	 	 	 	Print name
	 	 	 	 	 
	 	 	 	By:	                         
	 	 	 	 	 
	 	 	 	Title:	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	TRANSFEREE:
	 	 	 	 
	 	 	 	 
	 	 	 	Print name
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	 
	 	 	 	Title:	 
	 	 	 	 	 
	 	 	 	Address of Transferee: