Exhibit 10.3


 


THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES
PURCHASE AGREEMENT DATED AS OF MARCH __, 2022, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE,
CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT
TO RULE 144 OR REGULATION S UNDER SUCH ACT.


 


Right to Purchase ________ Shares of Common Stock, par value
$.0001 per share


 


STOCK PURCHASE WARRANT


 


THIS CERTIFIES THAT, for value received,
_________ or its registered assigns, is entitled to purchase from Avalon GloboCare Corp., a Delaware corporation (the “Company”),
at any time or from time to time during the period specified in Paragraph 2 hereof, ____________ fully paid and nonassessable shares
of the Company’s Common Stock, par value $.0001 per share (the “Common Stock”), at an exercise price per share equal
to $1.25 (the “Exercise Price”). The term “Warrant Shares,” as used herein, refers to the shares of Common Stock
purchasable hereunder. The Warrant Shares and the Exercise Price are subject to adjustment as provided in Paragraph 4 hereof. The term
“Warrants” means this Warrant and the other warrants issued pursuant to that certain Securities Purchase Agreement, dated
March __, 2022, by and among the Company and the Buyers listed on the execution page thereof (the “Securities Purchase Agreement”).


 


This Warrant is subject to the following terms,
provisions, and conditions:


 


1.                 
Manner of Exercise; Issuance of Certificates; Payment for Shares.


 


Subject to the provisions hereof, this Warrant may
be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement
in the form attached hereto (the “Exercise Agreement”), to the Company during normal business hours on any business day at
the Company’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder
hereof), and upon payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company
of the Exercise Price for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to
be issued to the holder hereof or such holder’s designee, as the record owner of such shares, as of the close of business on the
date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall
have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number
of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three
(3) business days, after this Warrant shall have been so exercised. If this Warrant shall have been exercised only in part, then, unless
this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new
Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised.


 


Notwithstanding anything in this Warrant to the
contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of
the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned
by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the
unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes (as defined
in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein)
and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination
described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding
shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause
(i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set
forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority
of shareholders of the Company.


 


Unless permitted by the applicable rules and regulations
of the principal securities market on which the Common Stock is then listed or traded, in no event shall the Company issue upon exercise
of or otherwise pursuant to this Warrant and the other Warrants issued pursuant to the Purchase Agreement more than the maximum number
of shares of Common Stock that the Company can issue pursuant to any rule of the principal United States securities market on which the
Common Stock is then traded (the “Maximum Share Amount”), which shall be 19.99% of the total shares outstanding on
the Closing Date (as defined in the Purchase Agreement), subject to equitable adjustment from time to time for stock splits, stock dividends,
combinations, capital reorganizations and similar events relating to the Common Stock occurring after the date hereof. Once the Maximum
Share Amount has been issued, the Company will use its reasonable efforts to seek and obtain shareholder approval as soon as practicable.


 






     


     


    

 


2.                 
Period of Exercise. This Warrant is exercisable
at any time or from time to time on or after the date on which this Warrant is issued and delivered pursuant to the terms of the Securities
Purchase Agreement and before 6:00 p.m., New York, New York time on the fifth (5th) anniversary of the date of issuance (the “Exercise
Period”). 


 


3.                 
Certain Agreements of the Company. The Company hereby covenants and agrees as follows:


 


(a)              
Shares to be Fully Paid. All Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be validly
issued, fully paid, and nonassessable and free from all taxes, liens, and charges with respect to the issue thereof.


 


(b)             
Reservation of Shares. During the Exercise Period, the Company shall at all times have authorized, and reserved for
the purpose of issuance upon exercise of this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of this
Warrant.


 


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


 


4.                 
Antidilution Provisions. During the Exercise Period, the Exercise Price and the number of Warrant Shares shall be subject
to adjustment from time to time as provided in this Paragraph 4.


 


In the event that any adjustment of the Exercise
Price as required herein results in a fraction of a cent, such Exercise Price shall be rounded up to the nearest cent.


 


(a)              
Subdivision or Combination of Common Stock. If the Company at any time subdivides (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise) the shares of Common Stock acquirable hereunder into a greater number
of shares, then, after the date of record for effecting such subdivision, the Exercise Price in effect immediately prior to such subdivision
will be proportionately reduced. If the Company at any time combines (by reverse stock split, recapitalization, reorganization, reclassification
or otherwise) the shares of Common Stock acquirable hereunder into a smaller number of shares, then, after the date of record for effecting
such combination, the Exercise Price in effect immediately prior to such combination will be proportionately increased.


 


(b)             
Adjustment in Number of Shares. Upon each adjustment of the Exercise Price pursuant to the provisions of this Paragraph
4, the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted by multiplying a number equal to the
Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Warrant
immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.


 


(c)              
Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into any other
corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with
a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision
will be made whereby the holder of this Warrant will have the right to acquire and receive upon exercise of this Warrant in lieu of the
shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets
as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable
and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the
Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly
as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will
not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor corporation (if other
than the Company) assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of
this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to
acquire.


 


5.                 
Issue Tax. The issuance of certificates for Warrant Shares upon the exercise of this Warrant shall be made without charge
to the holder of this Warrant or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not
be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in
a name other than the holder of this Warrant.


 


6.                 
No Rights or Liabilities as a Shareholder. This Warrant shall not entitle the holder hereof to any voting rights or
other rights as a shareholder of the Company. No provision of this Warrant, in the absence of affirmative action by the holder hereof
to purchase Warrant Shares, and no mere enumeration herein of the rights or privileges of the holder hereof, shall give rise to any liability
of such holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors
of the Company.


 






     


     


    

 


7.                 
Transfer, Exchange, and Replacement of Warrant.


 


(a)              
Restriction on Transfer. This Warrant and the rights granted to the holder hereof are transferable, in whole or in part,
upon surrender of this Warrant, together with a properly executed assignment in the form attached hereto, at the office or agency of the
Company, provided, however, that any transfer or assignment shall be subject to the conditions set forth in Paragraph 7(f) hereof and
to the applicable provisions of the Securities Purchase Agreement. Until due presentment for registration of transfer on the books of
the Company, the Company may treat the registered holder hereof as the owner and holder hereof for all purposes, and the Company shall
not be affected by any notice to the contrary.


 


(b)             
Warrant Exchangeable for Different Denominations. This Warrant is exchangeable, upon the surrender hereof by the holder
hereof at the office or agency of the Company, for new Warrants of like tenor representing in the aggregate the right to purchase the
number of shares of Common Stock which may be purchased hereunder, each of such new Warrants to represent the right to purchase such number
of shares as shall be designated by the holder hereof at the time of such surrender.


 


(c)              
Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction,
or mutilation of this Warrant and, in the case of any such loss, theft, or destruction, upon delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Warrant,
the Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


(d)             
Cancellation; Payment of Expenses. Upon the surrender of this Warrant in connection with any transfer, exchange, or
replacement as provided in this Paragraph 7, this Warrant shall be promptly canceled by the Company. The Company shall pay all taxes (other
than securities transfer taxes) and all other expenses (other than legal expenses, if any, incurred by the holder or transferees) and
charges payable in connection with the preparation, execution, and delivery of Warrants pursuant to this Paragraph 7.


 


(e)              
Register. 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 and each prior owner of this
Warrant.


 


(f)               
Exercise or Transfer Without Registration. If, at the time of the surrender of this Warrant in connection with any exercise,
transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder), shall not
be registered under the Securities Act of 1933, as amended (the “Securities Act”) and under applicable state securities or
blue sky laws, the Company may require, as a condition of allowing such exercise, transfer, or exchange, (i) that the holder or transferee
of this Warrant, as the case may be, furnish to the Company a written opinion of counsel, which opinion and counsel are acceptable to
the Company, to the effect that such exercise, transfer, or exchange may be made without registration under said Act and under applicable
state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form
and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)
promulgated under the Securities Act; provided that no such opinion, letter or status as an “accredited investor” shall be
required in connection with a transfer pursuant to Rule 144 under the Securities Act. The first holder of this Warrant, by taking and
holding the same, represents to the Company that such holder is acquiring this Warrant for investment and not with a view to the distribution
thereof. In no event shall the Holder be permitted to assign the Warrant unless provided with express written consent by the Company.


 


8.                 
[Intentionally Omitted]


 


9.                 
Notices. All notices, requests, and other communications required or permitted to be given or delivered hereunder to
the holder of this Warrant shall be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or
by recognized overnight mail courier, postage prepaid and addressed, to such holder at the address shown for such holder on the books
of the Company, or at such other address as shall have been furnished to the Company by notice from such holder. All notices, requests,
and other communications required or permitted to be given or delivered hereunder to the Company shall be in writing, and shall be personally
delivered, or shall be sent by certified or registered mail or by recognized overnight mail courier, postage prepaid and addressed, to
the office of the Company at the address set forth in the Purchase Agreement, or at such other address as shall have been furnished to
the holder of this Warrant by notice from the Company. Any such notice, request, or other communication may be sent by facsimile, but
shall in such case be subsequently confirmed by a writing personally delivered or sent by certified or registered mail or by recognized
overnight mail courier as provided above. All notices, requests, and other communications shall be deemed to have been given either at
the time of the receipt thereof by the person entitled to receive such notice at the address of such person for purposes of this Paragraph
9, or, if mailed by registered or certified mail or with a recognized overnight mail courier upon deposit with the United States Post
Office or such overnight mail courier, if postage is prepaid and the mailing is properly addressed, as the case may be.


 






     


     


    

 


10.             
Governing Law. THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF
LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK
WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.
BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT
PREVAIL IN ANY DISPUTE ARISING UNDER THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED
BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.


 


11.             
Miscellaneous.


 


(a)              
Amendments. This Warrant and any provision hereof may only be amended by an instrument in writing signed by the Company
and the holder hereof.


 


(b)             
Descriptive Headings. The descriptive headings of the several paragraphs of this Warrant are inserted for purposes of
reference only, and shall not affect the meaning or construction of any of the provisions hereof.


 


(c)              
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy
at law for a breach of its obligations under this Warrant will be inadequate and agrees, in the event of a breach or threatened breach
by the Company of the provisions of this Warrant, that the holder shall be entitled, in addition to all other available remedies at law
or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any
breach of this Warrant and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and
without any bond or other security being required.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






     


     


    

 


IN WITNESS WHEREOF, the Company has caused
this Warrant to be signed by its duly authorized officer.


 





	 	AVALON GLOBOCARE CORP.
	 	 	 
	 	By:	 
	 	 	David K. Jin, MD, PhD
	 	 	Chief Executive Officer
	 	 	 
	Dated as of March __, 2022	 	 


 






     


     


    

 


FORM OF EXERCISE AGREEMENT


 


Dated: ________ __, 20__


 


To:______________________


 


The undersigned, pursuant to the provisions
set forth in the within Warrant, hereby agrees to purchase ________ shares of Common Stock covered by such Warrant, and makes payment
herewith in full therefor at the price per share provided by such Warrant in cash or by certified or official bank check in the amount
of equal to $_________. Please issue a certificate or certificates for such shares of Common Stock in the name of and pay any cash for
any fractional share to:


 


	 	Name:	 
	 	 	 
	 	Signature:	 
	 	Address:	 
	 	 	 



 


		Note:	The above signature should correspond exactly with the name on the face of the within Warrant, if applicable.



 






     


     


    

 


FORM OF ASSIGNMENT


 


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns, and transfers all the rights of the undersigned under the within Warrant, with respect to the number
of shares of Common Stock covered thereby set forth hereinbelow, to:


 





	Name of Assignee	Address	No of Shares
	 	 	 





 


, and hereby irrevocably constitutes and appoints ___________________________________
as agent and attorney-in-fact to transfer said Warrant on the books of the within-named corporation, with full power of substitution in
the premises.


 


Dated:________ __, 20__


 


	In the presence of:	 	 
	 	Name:	 



 


	 	Signature:	 
	 	Title of Signing Officer or Agent (if any):
	 	 	 
	 	Address:	 
	 	 	 



 


 


		Note:	The above signature should correspond exactly with the name on the face of the within Warrant, if applicable.