Common use of Purchase Warrant Clause in Contracts

Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Maison Solutions Inc., a Delaware corporation (the “Company”), on one hand, and ▇▇▇▇▇▇ ▇▇▇▇▇ Capital, LLC, on the other hand, dated __________, 2023, as amended (the “Underwriting Agreement”), ____________________________ (“Holder”) and its assignees, as registered holders of this Purchase Warrant, is entitled, at any time or from time to time from __________, 2023 (the “Exercise Date”), the date that is one hundred and eighty (180) days after the commencement of sales of the offering (the “Effective Date”), and at or before 5:00 p.m., Eastern time, on __________, 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to ____________ shares of Class A common stock of the Company, par value $0.0001 par value per share (the “Common Stock”) (equal to five (5%) percent of the shares of Common Stock sold in the offering), subject to adjustment as provided in Section 6 hereof. Notwithstanding the foregoing, until one (1) year from the date of issuance, this warrant may not be exercised by the Holder without the consent of Valuable Capital Limited. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $______ per share of Common Stock (120% of the price of the Common Stock sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock and the number of shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.

Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Maison Solutions Inc.BIOAFFINITY TECHNOLOGIES, INC., a Delaware corporation (the “Company”), on one hand, ) and ▇▇▇▇▇▇ ▇▇▇▇▇ WallachBeth Capital, LLCLLC dated [*], on the other hand, dated __________, 20232022, as amended (the “Underwriting Agreement”), ____________________________ WallachBeth Capital, LLC (“Holder”) and its assignees, as registered holders of this Purchase Warrant, is entitled, at any time or from time to time from __________[*], 2023 2022 (the “Exercise Effective Date”), the date that is one hundred and eighty (180) days after the date of the commencement of the sales of the offering Company’s units (each unit (“Unit”) consisting of one share of the Company’s common stock, $0.007 par value per share (“Effective DateCommon Stock”), one tradeable warrant to purchase one share of Common Stock, and one non-tradeable warrant to purchase one share of Common Stock) in the Company’s initial public offering, and at or before 5:00 p.m., Eastern time, on __________[*], 2028 2027 (five (5) years from the Effective Date) (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to ____________ [*] shares of Class A common stock Common Stock of the Company, par value $0.0001 par value per share (the “Common Stock”) Company (equal to five two (52.0%) percent of the shares of Common Stock sold in the offeringOffering including any exercise of the overallotment option), subject to adjustment as provided in Section 6 hereof. Notwithstanding the foregoing, until one (1) year from the date of issuance, this warrant may not be exercised by the Holder without the consent of Valuable Capital Limited. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this purchase warrant (“Purchase Warrant”). This Purchase Warrant is initially exercisable at $______ [*] per share of Common Stock (120115% of the price of the Common Stock sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock and the number of shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement. 1 (2.0%) of the number of shares of Common Stock sold in the Offering.

Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Maison Solutions Inc.Northann Corp., a Delaware Nevada corporation (the “Company”), on the one hand, and ▇▇▇▇▇▇ ▇▇▇▇▇ CapitalPrime Executions, LLCInc. dba Freedom Capital Markets (the “Holder”), on the other hand, dated __________[●], 2023, as amended 2023 (the “Underwriting Agreement”), ____________________________ (“the Holder”) and its assignees, as registered holders owner of this Purchase Warrant, is entitled, at any time or from time to time from __________[●], 2023 (the “Exercise Date”), the date that is one hundred and eighty (180) days after the commencement of sales of the offering (the “Effective Date”), and at or before 5:00 p.m., Eastern time, on __________[●], 2028 2028, (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to ____________ such number of shares of Class A common stock of the Company, par value $0.0001 par value 0.001 per share (the “Common Stock”) as equates to six percent (equal to five (56.0%) percent of the aggregate number of shares of Common Stock sold in the offeringOffering (the “Shares), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. Notwithstanding the foregoing, until one (1) year from the date of issuance, this warrant may not be exercised by the Holder without the consent of Valuable Capital Limited. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $______ [●] per share of Common Stock (120% which is equal to one hundred and ten percent (110%) of the price of the shares of Common Stock sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock and the number of shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.

Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Maison Solutions Inc.XUHANG HOLDINGS LIMITED, a Delaware corporation Cayman Islands exempted company (the “Company”), on the one hand, and ▇▇▇▇▇▇ ▇▇▇▇▇ CapitalUnivest Securities, LLCLLC (the “Holder”), on the other hand, dated __________[●], 2023, as amended 2024 (the “Underwriting Agreement”), ____________________________ (“the Holder”) and its assignees, as registered holders owner of this Purchase Warrant (this “Purchase Warrant”), is entitled, at any time or from time to time from __________[●], 2023 20243 (the “Exercise Date”), the date that is one hundred and eighty (180) days after the commencement of sales of the offering (the “Effective Date”), and at or before 5:00 p.m., Eastern time, on __________[●], 2028 20274, (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to ____________ [●] ordinary shares of Class A common stock of the Company, par value $0.0001 par value 0.002 per share (the “Common StockOrdinary Shares”) (), which is equal to five percent (5%) percent of the shares aggregate number of Common Stock Ordinary Shares sold in the offeringOffering on the applicable Closing Date (the “Shares”), subject to adjustment as provided in Section 6 hereof. Notwithstanding the foregoing, until one (1) year from the date of issuance, this warrant may not be exercised by the Holder without the consent of Valuable Capital Limited6. If the Expiration Date is on a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on Until the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $______ [●] per share of Common Stock Share (120% which is equal to one hundred and thirty percent (130%) of the price of the Common Stock Ordinary Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof6, the rights granted by this Purchase Warrant, including the exercise price Exercise Price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The adjustment to the exercise price will be made either according to the specified criteria or to the nominal value of the Share at the time of issuance, whichever is higher. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement. 1 180 days following the commencement of sales of the Offering. 2 Three (3) years from the commencement of sales of the Offering. 3 180 days following the commencement of sales of the Offering. 4 Three (3) years from the commencement of sales of the Offering.

Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Maison Solutions Aixin Life International, Inc., a Delaware corporation Colorado Corporation (the “Company”), on one hand, and ▇▇▇▇▇▇ ▇▇▇▇▇ CapitalBoustead Securities, LLCLLC (the “Holder”), on the other hand, dated __________[ ], 2023, as amended 2024 (the “Underwriting Agreement”), ____________________________ (“the Holder”) and its assignees, as registered holders owner of this Purchase Warrant, is entitled, at any time or from time to time from __________[ ], 2023 2024 (the “Exercise Date”), the date that is one hundred and eighty (180) days after the commencement of sales of the offering (the “Effective Date”), and at or before 5:00 p.m., Eastern time, on __________[ ], 2028 2029 (the “Expiration Date”), which date shall be no more than five years from the commencement of sales of the initial public offering (the “Offering”), pursuant to the Underwriting Agreement, but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to ____________ [ ] shares of Class A common stock of the Company, par value $0.0001 par value 0.00001 per share (the “Common StockShares”) (equal to five (5%) percent of the shares of Common Stock sold in the offering), subject to adjustment as provided in Section 6 hereof. Notwithstanding the foregoing, until one (1) year from the date of issuance, this warrant may not be exercised by the Holder without the consent of Valuable Capital Limited. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $______ [ ] per share of Common Stock Share (120125% of the price of the per Common Stock sold Share in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.

Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Maison Solutions Inc.True Leaf Medicine International Ltd., a Delaware Canadian corporation (the “"Company”") and Boustead Securities, LLC ("Boustead"), on one hand, and ▇▇▇▇▇▇ ▇▇▇▇▇ Capital, LLC, on as representative (the other hand"Representative") of the several underwriters listed in Schedule A thereto (the "Underwriters"), dated ___________ [●], 2023, as amended 2017 (the “"Underwriting Agreement”"), ____________________________ Boustead (“in such capacity with its permitted successors or assigns, the "Holder”) and its assignees"), as registered holders owner of this Purchase Warrant, is entitled, at any time or from time to time from ______, 20____, 2023 _ (the “"Exercise Date”), the date that is one hundred and eighty (180) days after the commencement of sales of the offering (the “Effective Date”"), and at or before 5:00 p.m., Eastern time, on __________, 2028 20__ (the “"Expiration Date”"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to ____________ [●] shares of Class A common stock of the Company, par value $0.0001 no par value per share (the “Common Stock”) (equal to five (5%) percent of the shares of Common Stock sold in the offering"Shares"), subject to adjustment as provided in Section 6 hereof. Notwithstanding the foregoing, until one (1) year from the date of issuance, this warrant may not be exercised by the Holder without the consent of Valuable Capital Limited. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $______ per share of Common Stock Share (120% one hundred fifty percent (150.0%)) of the price of the Common Stock Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “"Exercise Price” " shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.the

Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of services rendered by and between Maison Solutions or on behalf WallachBeth Capital, LLC (“Holder”), as registered owner of this Purchase Warrant, bioAffinity Technologies, Inc., a Delaware corporation (the “Company”), on one handHolder is entitled, from and ▇▇▇▇▇▇ ▇▇▇▇▇ Capital, LLC, on the other hand, dated __________, 2023, as amended (the “Underwriting Agreement”), after [________________], 2022 [DATE THAT IS 180 DAYS AFTER THE COMMENCEMENT OF SALES OF THE UNITS IN THE COMPANY’S INITIAL PUBLIC OFFERING] (the “Commencement Date”), and, in accordance with FINRA Rule 5110(g)(8)(A), at or before 5:00 p.m., Eastern time, [____________ (“Holder”) and its assignees_], as registered holders of this Purchase Warrant2027, which is entitled, at any time or from time to time from __________, 2023 (the “Exercise Date”), the date that is one hundred and eighty five (1805) days after years following the commencement of sales of the Company’s units (each unit (“Unit”) consisting of one share of the Company’s common stock, $0.001 par value per share (“Common Stock”) and one warrant to purchase one share of Common Stock) in the Company’s initial public offering (the “Effective Date”), and at or before 5:00 p.m., Eastern time, on __________, 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____________ ] shares of Class A common stock Common Stock of the Company, par value $0.0001 par value per share Company (the “Common StockShares”) (which amount shall equal to five percent (5%) percent of the shares number of Common Stock Units sold in the Company’s initial public offering), subject to adjustment as provided in Section 6 hereof. Notwithstanding the foregoing, until one (1) year from the date of issuance, this warrant may not be exercised by the Holder without the consent of Valuable Capital Limited. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $______ per share the price equal to the product of Common Stock (120% of multiplied by the initial offering price of the Common Stock sold one Unit in the Offering)Company’s initial public offering; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [●], 2022, the meaning ascribed to them date on which the Company commenced sales of its Units in the Underwriting Agreementits initial public offering.

Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement Engagement Letter by and between Maison Solutions Inc.E-Home Household Service Holdings Limited, a Delaware corporation Cayman Islands company (the “Company”), on one hand, and ▇▇▇▇▇▇ ▇▇▇▇▇ Capital, LLC, on the other hand, dated __________August 13, 20232021, as last amended on May 13, 2022 (the “Underwriting Agreement”), ____________________________ (“Holder”) and its assignees, as registered holders of this Purchase Warrant, is entitled, at any time or from time to time from __________, 2023 (the “Exercise Date”), the date that is one hundred and eighty (180) days after the commencement of sales of the offering issuance (the “Effective Date”), and at or before 5:00 p.m., Eastern time, on __________May 13, 2028 2027 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to ____________ ordinary shares of Class A common stock (the “Warrant Shares”) of the Company, par value $0.0001 par value per ordinary share (the “Common StockOrdinary Shares”) (equal to five (5%) percent of the shares Ordinary Shares equal to the principal amount of Common Stock sold in the offering)Convertible Promissory Note (the “Note”) dated May 13, 2022 issued to ____________ or its assigns divided by the market closing price of the Ordinary Shares on the day prior to execution of the Note, subject to adjustment as provided in Section 6 hereof. Notwithstanding the foregoing, until one (1) year from the date of issuance, this warrant may not be exercised by the Holder without the consent of Valuable Capital Limited. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $______ 0.49 per share of Common Stock Ordinary Share (120% of the market closing price of the Common Stock sold in Ordinary Shares on the Offeringtrading day prior to the execution of the Note); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Ordinary Share and the number of shares of Common Stock Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.

Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Maison Solutions Inc., a Delaware corporation (the “Company”), or on one hand, and ▇▇▇▇▇▇ ▇▇▇▇▇ Capital, LLC, on the other hand, dated __________, 2023, as amended (the “Underwriting Agreement”), behalf of [____________________________ ] (“Holder”) and its assignees), as registered holders owner of this Purchase Warrant, to Air Industries Group, a Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from [__________], 2023 2018 (the “Exercise Date”), the date that is one hundred and eighty (180) days after the commencement of sales of the offering (the “Effective Commencement Date”), and at or before 5:00 p.m., Eastern time, on [__________], 2028 2022 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____________ ] shares of Class A common stock of the Company, par value $0.0001 par value 0.001 per share (the “Common StockShares”) (equal to five (5%) percent of the shares of Common Stock sold in the offering), subject to adjustment as provided in Section 6 5 hereof. Notwithstanding the foregoing, until one (1) year This Purchase Warrant will not be exercisable more than five years from the date of issuance, this warrant may not be exercised by the Holder without the consent of Valuable Capital LimitedEffective Date pursuant to FINRA Rule 5110(f)(2)(G)(i). If the Expiration Date is a day on which banking institutions in the State of New York are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[______ ] per share of Common Stock Share (120% of the price of the Common Stock Shares sold in the Offeringoffering); provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized All capitalized terms used herein but not defined herein shall have the meaning ascribed meanings given to them in the Underwriting AgreementAgreement dated as of [___________], 2017 by and among the Company and the underwriters party thereto.

Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Maison Solutions Inc.▇▇▇▇.▇▇▇ Limited, a Delaware corporation (the Cayman Islands company(the “Company”), on one hand, and ▇▇▇▇▇▇ ▇▇▇▇▇ CapitalBoustead Securities, LLC, on the other hand, dated [●], 20[__________, 2023, as amended ] (the “Underwriting Agreement”), ____________________________ Boustead Securities, LLC (“Holder”) and its assignees), as registered holders owner of this Purchase Warrant, is entitled, at any time or from time to time from [●], 20[__________, 2023 ] (the “Exercise Date”), the date that is one hundred and eighty (180) 180 days after the commencement of sales effective date of the offering Company’s Registration Statement with the SEC (the “Effective Date”), and at or before 5:00 p.m., Eastern time, on [●], 20[__________, 2028 ] (the “Expiration Date”)Date”)[1], but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to ____________ shares such number of Class A common stock ordinary shares of the Company, par value $0.0001 par value 0.00125 per ordinary share (the “Common StockOrdinary Shares”) (equal as equates to five percent (5%) percent of the shares of Common Stock sold Ordinary Shares in the offeringOffering (the “Shares”), subject to adjustment as provided in Section 6 hereof. Notwithstanding the foregoing, until one (1) year from the date of issuance, this warrant may not be exercised by the Holder without the consent of Valuable Capital Limited. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $______ [6.00] per share of Common Stock Ordinary Share (120% of the price of the Common Stock Ordinary Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Ordinary Share and the number of shares of Common Stock Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.

Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Maison Solutions Inc.BIOAFFINITY TECHNOLOGIES, INC., a Delaware corporation (the “Company”), on one hand, ) and ▇▇▇▇▇▇ ▇▇▇▇▇ WallachBeth Capital, LLCLLC dated August 31, on the other hand, dated __________, 20232022, as amended (the “Underwriting Agreement”), ____________________________ WallachBeth Capital, LLC (“Holder”) and its assignees, as registered holders of this Purchase Warrant, is entitled, at any time or from time to time from __________February 5, 2023 (the “Exercise Effective Date”), the date that is one hundred and eighty (180) days after the date of the commencement of the sales of the offering Company’s units (each unit (“Unit”) consisting of one share of the Company’s common stock, $0.007 par value per share (“Effective DateCommon Stock”), one tradeable warrant to purchase one share of Common Stock, and one non-tradeable warrant to purchase one share of Common Stock) in the Company’s initial public offering, and at or before 5:00 p.m., Eastern time, on __________August 29, 2028 2027 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to ____________ 25,652 shares of Class A common stock Common Stock of the Company, par value $0.0001 par value per share (the “Common Stock”) Company (equal to five two (52.0%) percent of the shares of Common Stock sold in the offeringOffering including any exercise of the overallotment option), subject to adjustment as provided in Section 6 hereof. Notwithstanding the foregoing, until one (1) year from the date of issuance, this warrant may not be exercised by the Holder without the consent of Valuable Capital Limited. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this purchase warrant (“Purchase Warrant”). This Purchase Warrant is initially exercisable at $______ 7.04375 per share of Common Stock (120115% of the price of the Common Stock sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock and the number of shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.