Exhibit 10.3


 


WARRANT


 


Warrant To Purchase Ordinary Shares


 


	Warrant No.: PBTS-1-1	Number of Shares:	571,429
	 	Warrant Exercise Price:	$3.675
	 	Expiration Date:	April __, 2026



 


Date of Issuance: April __, 2021


 


POWERBRIDGE TECHNOLOGIES CO., LTD., a Cayman
Islands exempted company (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, YA II PN, LTD. (the “Holder”), the registered holder hereof or
its permitted assigns, is entitled, subject to the terms set forth below, to purchase from the Company upon surrender of this Warrant,
at any time or times on or after the date hereof, but not after 11:59 P.M. Eastern Time on the Expiration Date (as defined herein)
up to 571,429 fully paid and nonassessable Ordinary Shares (as defined herein) of the Company (the “Warrant Shares”)
at the exercise price per share provided in Section 1(b) below or as subsequently adjusted; provided, however, that in no event shall
the holder be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon
giving effect to such exercise, would cause the aggregate number of Ordinary Shares beneficially owned by the holder and its affiliates
to exceed 4.99% of the outstanding Ordinary Shares following such exercise, except within sixty (60) days of the Expiration Date (however,
such restriction may be waived by Holder (but only as to itself and not to any other holder) upon not less than 65 days prior notice to
the Company). For purposes of the foregoing proviso, the aggregate number of Ordinary Shares beneficially owned by the holder and its
affiliates shall include the number of Ordinary Shares issuable upon exercise of this Warrant with respect to which the determination
of such proviso is being made, but shall exclude Ordinary Shares which would be issuable upon (i) exercise of the remaining, unexercised
Warrants beneficially owned by the holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company beneficially owned by the holder and its affiliates (including, without limitation, any convertible
notes or preferred stock) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set
forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d)
of the Securities Exchange Act of 1934, as amended. For purposes of this Warrant, in determining the number of outstanding Ordinary Shares
a holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent Form 6-K or Form 20-F,
as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or its transfer agent
setting forth the number of Ordinary Shares outstanding. Upon the written request of any holder, the Company shall promptly, but in no
event later than one (1) Business Day following the receipt of such notice, confirm in writing to any such holder the number of Ordinary
Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the exercise
of Warrants (as defined below) by such holder and its affiliates since the date as of which such number of outstanding Ordinary Shares
was reported.


 






    


     


    

 


Section 1.


 


(a) This
Warrant is issued pursuant to the Securities Purchase Agreement (“Securities Purchase Agreement”) of even date hereof
between the Company and the Buyer listed on Schedule I thereto or issued in exchange or substitution thereafter or replacement thereof.
Each Capitalized term used, and not otherwise defined herein, shall have the meaning ascribed thereto in the Securities Purchase Agreement.


 


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


 


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


 


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


 


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


 


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


 


(v) “Event
of Default” means an event of default under the Securities Purchase Agreement or the Convertible Note issued in connection therewith.


 


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


 






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


 


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


 


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


 


(x) “Ordinary
Shares” means (i) the Company’s Ordinary Shares, par value $0.00166667 per share, and (ii) any capital stock
into which such Ordinary Shares shall have been changed or any capital stock resulting from a reclassification of such Ordinary Shares.


 


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


 


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


 


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


 


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


 


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


 


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


 


(c) Other
Definitional Provisions.


 


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


 


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


 


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


 






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Section 2. Exercise
of Warrant.


 


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


 


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



 


Net Number = (A x B) – (A x C)


B


 


For purposes of the foregoing formula:


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


Section 5. Warrant Holder
Not Deemed a Shareholder. Except as otherwise specifically provided herein, no holder, as such, of this Warrant shall be entitled
to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for any purpose, nor shall anything contained
in this Warrant be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right
to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance
to the holder of this Warrant of the Warrant Shares which he or she is then entitled to receive upon the due exercise of this Warrant.
In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on such holder to purchase any securities
(upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. Notwithstanding this Section 5, the Company will provide the holder of this Warrant with copies of the
same notices and other information given to the shareholders of the Company generally, contemporaneously with the giving thereof to the
shareholders.


 


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


 






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Section 7. Ownership
and Transfer.


 


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


 


Section 8. Adjustment
of Warrant Exercise Price. The Warrant Exercise Price of this Warrant shall be adjusted from time to time as follows:


 


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


 


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


 


(i) Issuance
of Options. If after the date hereof, the Company in any manner grants any Options and the lowest price per share for which one share
of Ordinary Shares is issuable upon the exercise of any such Option or upon conversion or exchange of any convertible securities issuable
upon exercise of any such Option is less than the Applicable Price, then such share of Ordinary Shares shall be deemed to be outstanding
and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes
of this Section 8(b)(i), the lowest price per share for which one share of Ordinary Shares is issuable upon exercise of such Options or
upon conversion or exchange of such Convertible Securities shall be equal to the sum of the lowest amounts of consideration (if any) received
or receivable by the Company with respect to any one share of Ordinary Shares upon the granting or sale of the Option, upon exercise of
the Option or upon conversion or exchange of any convertible security issuable upon exercise of such Option. No further adjustment of
the Warrant Exercise Price shall be made upon the actual issuance of such Ordinary Shares or of such convertible securities upon the exercise
of such Options or upon the actual issuance of such Ordinary Shares upon conversion or exchange of such convertible securities.


 






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


 


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


 


(iv) Calculation
of Consideration Received. If any Ordinary Shares, Options or convertible securities are issued or sold or deemed to have been issued
or sold for cash, the consideration received therefore will be deemed to be the net amount received by the Company therefore. If any Ordinary
Shares, Options or convertible securities are issued or sold for a consideration other than cash, the amount of such consideration received
by the Company will be the fair value of such consideration, except where such consideration consists of marketable securities, in which
case the amount of consideration received by the Company will be the market price of such securities on the date of receipt of such securities.
If any Ordinary Shares, Options or convertible securities are issued to the owners of the non-surviving entity in connection with any
merger in which the Company is the surviving entity, the amount of consideration therefore will be deemed to be the fair value of such
portion of the net assets and business of the non-surviving entity as is attributable to such Ordinary Shares, Options or convertible
securities, as the case may be. The fair value of any consideration other than cash or securities will be determined jointly by the Company
and the holders of Warrants representing at least two-thirds (b) of the Warrant Shares issuable upon exercise of the Warrants then outstanding.
If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation
Event”), the fair value of such consideration will be determined within five (5) Business Days after the tenth (10th)
day following the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the holders of Warrants representing
at least two-thirds (b) of the Warrant Shares issuable upon exercise of the Warrants then outstanding. The determination of such appraiser
shall be final and binding upon all parties and the fees and expenses of such appraiser shall be borne jointly by the Company and the
holders of Warrants.


 






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


 


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


 


(vii) Record
Date. If the Company takes a record of the holders of Ordinary Shares for the purpose of entitling them (1) to receive a dividend
or other distribution payable in Ordinary Shares, Options or in convertible securities or (2) to subscribe for or purchase Ordinary
Shares, Options or convertible securities, then such record date will be deemed to be the date of the issue or sale of the Ordinary Shares
deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting
of such right of subscription or purchase, as the case may be.


 


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


 


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


 


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


 






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(e) Certain
Events. If any event occurs of the type contemplated by the provisions of this Section 8 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity
features), then the Company’s Board of Directors will make an appropriate adjustment in the Warrant Exercise Price so as to protect
the rights of the holders of the Warrants; provided, except as set forth in section 8(c),that no such adjustment pursuant to this Section
8(e) will increase the Warrant Exercise Price as otherwise determined pursuant to this Section 8.


 


(f) Voluntary
Adjustments By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any
amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


(g) Notices.


 


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


 


(ii) The
Company will give written notice to the holder of this Warrant at least ten (10) days prior to the date on which the Company closes its
books or takes a record (A) with respect to any dividend or distribution upon the Ordinary Shares, (B) with respect to any pro
rata subscription offer to holders of Ordinary Shares or (C) for determining rights to vote with respect to any Organic Change (as
defined below), dissolution or liquidation, provided that such information shall be made known to the public prior to or in conjunction
with such notice being provided to such holder.


 


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


 


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


 


(a) In
addition to any adjustments pursuant to Section 8 above, if at any time the Company grants, issues or sells any Options, Convertible Securities
or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Ordinary Shares (the
“Purchase Rights”), then the holder of this Warrant will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of Ordinary Shares
acquirable upon complete exercise of this Warrant immediately before the date on which a record is taken for the grant, issuance or sale
of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined
for the grant, issue or sale of such Purchase Rights.


 






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


 


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


 


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


 


	If to Holder:	YA II PN, Ltd.
	 	1012 Springfield Ave
	 	Mountainside, New Jersey 07092
	 	Attention: Mark A. Angelo
	 	Telephone: (201) 985-8300
	 	Facsimile: (201) 985-8266



 






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	With Copy to:	Troy J. Rillo, Esq.
	 	1012 Springfield Ave
	 	Mountainside, New Jersey 07092
	 	Attention: Mark A. Angelo
	 	Telephone: (201) 985-8300
	 	 
	If to the Company, to:	Powerbridge Technologies Co., Ltd.
	 	1st Floor, Building D2, Southern Software Park
	 	Tangjia Bay, Zhuhai, Guangdong 519080, China
	 	
    Attention: Kelvin Chan

    Telephone: 86-132-2977-6627

    Email: kelvinchan@powerbridge.com

	 	 
	With a copy to:	
    Hunter Taubman Fischer & Li LLC

    800 Third Avenue, Suite 2800

    New York, NY 10022

    Attention: Joan Wu

    Telephone: 212-530-2208

    Email: jwu@htlawyers.com



 


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


 


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


 






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Section 13. Amendment
and Waiver. Except as otherwise provided herein, the provisions of the Warrants may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent
of the holders of Warrants representing at least two-thirds of the Warrant Shares issuable upon exercise of the Warrants then outstanding;
provided that, except for Section 8(d), no such action may increase the Warrant Exercise Price or decrease the number of shares or class
of stock obtainable upon exercise of any Warrant without the written consent of the holder of such Warrant.


 


Section 14. Descriptive
Headings; Governing Law. The descriptive headings of the several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. The corporate laws of the State of New York shall govern all issues concerning the
relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of
any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in Hudson County and the United States District Court for the District of New York, for the adjudication of any
dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.


 


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


 


REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


 




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


 


	 	POWERBRIDGE TECHNOLOGIES CO.,

 LTD.
	 	 
	 	By:	                                          
	 	Name:	 Stewart Lor
	 	Title:	 Co-CEO and CFO



 



    15


     


    

 


EXHIBIT A TO WARRANT


 


EXERCISE NOTICE


 


TO BE EXECUTED

BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT


 


POWERBRIDGE TECHNOLOGIES CO., LTD.


 


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


 


Specify Method of exercise by
check mark:


 


1. ___ Cash Exercise


 


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


 


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


 


 2. ___ Cashless Exercise


 


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


 


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


 


	Please issue the Warrant Shares in the name of the undersigned
    or in such other name as is specified below. The Warrant Shares shall be delivered to the following DWAC Account Number:
	[__________________]	 	 
	 	 	 
	Authorized Signature:		 
	 	 	 
	Name:		 
	 	 	 
	Title:		 
	 	 	 
	Broker DTC Participant Code:		 
	 	 	 
	Account Number:		 



 






    


     


    

 


EXHIBIT B TO WARRANT


 


FORM OF WARRANT POWER


 


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


 


	Dated: 	 	 	 	 
	 	 	 	 	 
	 	 	 	By: 	 
	 	 	 	Name:  	 
	 	 	 	Title: