Exhibit 4.5


 


THE
REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION
EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE OPTION OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT
WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE OPTION BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FROM
THE COMMENCEMENT OF SALES IN THE OFFERING TO ANYONE OTHER THAN TO (I) MAXIM GROUP LLC (“MAXIM”) OR AN UNDERWRITER
OR SELECTED DEALER PARTICIPATING IN THE OFFERING OR (II) AN OFFICER OR PARTNER OF MAXIM OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER
AND IN ACCORDANCE WITH FINRA RULE 5110(E)(2).


 


THIS
PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY UK WISDOM LIMITED (THE “COMPANY”)
OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (THE “BUSINESS
COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND _____________,1
AND VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE EXPIRATION DATE (DEFINED HEREIN) OR THE DAY IMMEDIATELY
PRIOR TO THE DAY ON WHICH THE COMPANY AND ALL OF ITS SUCCESSORS HAVE BEEN DISSOLVED.


 


UNIT
PURCHASE OPTION

FOR THE PURCHASE OF

UP TO 250,000 UNITS

(OR UP TO 287,500 IF THE OVER-ALLOTMENT

IS EXERCISED IN FULL) OF

UK WISDOM LIMITED


 


1.
PURCHASE OPTION.


 


THIS
CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of Maxim Partners LLC (the “Holder”),
as registered owner of this Purchase Option, to UK Wisdom Limited (the “Company”), Holder is entitled, at any
time or from time to time upon the later of the consummation by the Company of a Business Combination or the first anniversary of the
effective date of the Registration Statement as defined below (the “Commencement Date”), until, at or before
5:00 p.m., New York City local time, the earlier of the five year anniversary of the effective date of the Registration Statement and
the day immediately prior to the day on which the Company and all of its successors have been dissolved, but not thereafter (the “Expiration
Date”), as described in the Company’s registration statement (the “Registration Statement”)
pursuant to which Units are offered for sale to the public in the Company’s initial public offering (the “Offering”),
to subscribe for, purchase and receive, in whole or in part, up to Two Hundred and Fifty Thousand (250,000) units (“Units”)
of the Company (or up to 287,500 if the over-allotment is exercised in full), each Unit consisting of one (1) Class A ordinary share,
par value $0.0001 per share, of the Company (“Share(s)”) and one (1) right to receive one-tenth (1/10) of a
Share upon the consummation of a Business Combination (“Right(s)”). Each Right has the same terms as the rights
included in the units being registered for sale to the public by way of the Registration Statement (“Public Rights”).
Notwithstanding anything to the contrary, the original Holder of this Purchase Option agrees that it will not be permitted to exercise
this Purchase Option after the five year anniversary of the commencement of sales of the Offering. During the period ending on the Expiration
Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable
at $11.50 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section
6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Shares and
Rights) to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price”
shall mean the initial exercise price or the adjusted exercise price, depending on the context.


 





 






		1	Insert
date that is one (1) year from the effective date of the registration statement.



 




     


     


    

 


2.
EXERCISE OF PURCHASE OPTION.


 


2.1
Exercise Form. In order to exercise this Purchase Option, the exercise form attached hereto must be duly executed and completed
and delivered to the Company, together with this Purchase Option and payment of the Exercise Price for the Units being purchased payable
in cash or by certified check or official bank check or pursuant to Section 2.3 hereof. If the subscription rights represented hereby
shall not be exercised at or before 5:00 p.m., New York City local time, on the Expiration Date, this Purchase Option shall become and
be void without further force or effect, and all rights represented hereby shall cease and expire.


 


2.2
Legend. Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows, unless such securities
have been registered under the Securities Act of 1933, as amended (“Act”):


 


“The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”)
or the laws of applicable states or other jurisdictions. The securities may not be offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable
laws of states or other jurisdictions.”


 


2.3
Cashless Exercise.


 


2.3.1
Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase
Option is exercisable (and in lieu of being entitled to receive Shares) in the manner required by Section 2.1, and subject to
Section 6.1 hereof, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion
of this Purchase Option into Units (“Cashless Exercise Right”) as follows: upon exercise of the Cashless Exercise
Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of Units
(or that number of Shares and Rights comprising that number of Units) equal to the number of Units to be exercised multiplied by the
quotient obtained by dividing (x) the “Value” (as defined below) of the portion of the Purchase Option being converted by
(y) the Current Market Value (as defined below). The “Value” of the portion of the Purchase Option being converted
shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion
of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the
portion of the Purchase Option being converted. As used herein, the term “Current Market Value” per Unit at
any date means: (A) in the event that the Units, Shares and Public Rights are still trading, (i) if the Units are listed on a national
securities exchange or quoted on the OTC Bulletin Board or successor exchange, the average reported last sale price of the Units in the
principal trading market for the Units as reported by the exchange, Nasdaq or the Financial Industry Regulatory Authority (“FINRA”),
as the case may be, for the three trading days preceding the date in question; or (ii) if the Units are not listed on a national securities
exchange or quoted on the OTC Bulletin Board (or successor exchange), but are traded in the residual over-the-counter market, the average
reported last sale price for Units for the three trading days preceding the date in question for which such quotations are reported by
the Pink Sheets, LLC, or similar publisher of such quotations; or (B) in the event that the Units are not still trading but the Shares
underlying the Units are still trading, the aggregate of (i) the product of (x) the Current Market Price of the Share and (y) the number
of the Shares underlying one Unit (which shall include the portion of a Share the holder of a Unit would automatically receive in connection
with the Right included in each such Unit). The “Current Market Price” shall mean (i) if the Shares are listed on a national
securities exchange or quoted on the OTC Bulletin Board (or successor exchange), the average reported last sale price of the Shares in
the principal trading market for the Shares as reported by the exchange, Nasdaq or FINRA, as the case may be, for the three trading days
preceding the date in question; (ii) if the Shares are not listed on a national securities exchange or quoted on the OTC Bulletin Board
(or successor exchange), but are traded in the residual over-the-counter market, the average reported last sale price for the Shares
on for the three (3) trading days preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar
publisher of such quotations; and (iii) if the fair market value of the Shares cannot be determined pursuant to clause (i) or (ii) above,
such price as the Board of Directors of the Company shall determine, in good faith.


 




    2


     


    

 


2.3.2
Mechanics of Cashless Exercise. The Cashless Exercise Right may be exercised by the Holder on any business day on or after the
Commencement Date and not later than the Expiration Date by delivering the Purchase Option with the duly executed exercise form attached
hereto with the cashless exercise section completed to the Company, exercising the Cashless Exercise Right and specifying the total number
of Units the Holder will purchase pursuant to such Cashless Exercise Right.


 


2.4
No Obligation to Net Cash Settle. Notwithstanding anything to the contrary contained in this Purchase Option, in no event will
the Company be required to net cash settle the exercise of the Purchase Option. The holder of the Purchase Option will not be entitled
to exercise the Purchase Option unless it exercises such Purchase Option pursuant to the Cashless Exercise Right or a registration statement
is effective, or an exemption from the registration requirements is available at such time and, if the holder is not able to exercise
the Purchase Option, the Purchase Option, as applicable, will expire worthless.


 


3.
TRANSFER OF PURCHASE OPTION.


 


3.1
General Restrictions. The registered Holder of this Purchase Option, by its acceptance hereof, agrees that it will not sell, transfer,
assign, pledge or hypothecate this Purchase Option (or the Shares and Rights underlying this Purchase Option), or cause the Purchase
Option (or the Shares and Rights underlying this Purchase Option) to be the subject of any hedging, short sale, derivative, put, or call
transaction that would result in the effective economic disposition of the Purchase Option by any person, for a period of 180 days (pursuant
to Rule 5110(e)(1) of the Conduct Rules of FINRA following the commencement of sales of the Offering to anyone other than (i) Maxim or
an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of Maxim or of any such underwriter
or selected dealer. On and after the 181st day following the following the commencement of sales of the Offering, transfers to others
may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the
Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Option
and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within 5 business days transfer this Purchase
Option on the books of the Company and shall execute and deliver a new Purchase Option of like tenor to the appropriate assignee(s) expressly
evidencing the right to purchase the aggregate number of Units purchasable hereunder or such portion of such number as shall be contemplated
by any such assignment.


 


3.2
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i)
the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration
under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company
(the Company hereby agreeing that the opinion of Loeb &Loeb LLP shall be deemed satisfactory evidence of the availability of an exemption),
or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed
by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance
with applicable state securities law has been established.


 


4.
NEW PURCHASE OPTION TO BE ISSUED.


 


4.1
Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Option may be exercised or
assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Option
for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price (except
to the extent that the Holder elects to exercise this Purchase Option by means of a cashless exercise as provided in Section 2.3
above) and/or transfer tax, the Company shall cause to be delivered to the Holder without charge a new Purchase Option of like tenor
to this Purchase Option in the name of the Holder evidencing the right of the Holder to purchase the number of Units purchasable hereunder
as to which this Purchase Option has not been exercised or assigned


 


4.2
Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Purchase Option and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a
new Purchase Option of like tenor and date. Any such new Purchase Option executed and delivered as a result of such loss, theft, mutilation
or destruction shall constitute a substitute contractual obligation on the part of the Company.


 




    3


     


    

 


5.
REGISTRATION RIGHTS.


 


5.1
Demand Registration.


 


5.1.1
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least
51% of the Purchase Option and/or the underlying Units and/or the underlying securities (“Majority Holders”),
agrees to use its best efforts to register (the “Demand Registration”) under the Act on one (1) occasion, all
or any portion of the (i) Purchase Option requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying
such Purchase Option, including the Units, Shares, and the Shares underlying the Rights and (ii) the units issued to the Holder prior
to or concurrently with the Offering and all securities underlying such units (collectively, the “Registrable Securities”).
On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration
Statement covering the Registrable Securities as expeditiously as possible, and in any event within forty-five (45) days, after receipt
of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective
as soon as possible thereafter. The demand for registration may be made at any time during a period of five years from the the commencement
of sales in the Offering. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold
and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Option and/or Registrable Securities
of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who
wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including
shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within
fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall
be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. The Company shall
not be required to effect more than one (1) Demand Registration under this Section 5.1 in respect of all Registrable Securities.


 


5.1.2
Effective Registration. Notwithstanding Section 5.1.5, a registration will not count as a Demand Registration until the
registration statement filed with the Commission, with respect to such Demand Registration, has been declared effective and the Company
has complied with all of its obligations under this Purchase Option with respect thereto.


 


5.1.3
Underwritten Offering. If the Majority Holders so elect and such holders so advise the Company as part of the Initial Demand Notice,
the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In
such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s
participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent
provided herein. All Demanding Holders proposing to distribute their securities through such underwriting shall enter into an underwriting
agreement in customary form with the underwriter or underwriters selected for such underwriting by the Majority Holders.


 


5.1.4
Reduction of Offering. If the managing underwriter or underwriters for a Demand Registration that is to be an underwritten offering
advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the
Demanding Holders desire to sell, taken together with all other Shares or other securities which the Company desires to sell and the
Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other
shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such
offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success
of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”),
then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested
by the Demanding Holders (pro rata in accordance with the number of shares that each such person has requested be included in such registration,
regardless of the number of shares held by each such person (such proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (i), the Shares or other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clauses (i) and (ii), the Shares or other securities registrable pursuant to the terms of the Registration Rights Agreement between the
Company and the initial investors in the Company and Maxim, dated as of [*], 2021 (the “Registration Rights Agreement”
and such registrable securities, the “Investor Securities”) as to which “piggy-back” registration
has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii), and (iii), the Shares or
other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements
with such persons and that can be sold without exceeding the Maximum Number of Shares.


 




    4


     


    

 


5.1.5
Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled
to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw
from such offering by giving written notice to the Company and the underwriter or underwriters of their request to withdraw prior to
the effectiveness of the registration statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest
of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then the Company does not have to continue
its obligations under Section 5.1, provided that, any such withdrawal will not count as the Demand Registration if the
Demanding Holders pay all of the Company’s out-of-pocket expenses, with respect to such withdrawn registration.


 


5.1.6
Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses
of one legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities, but the Holders
shall pay any and all underwriting commissions. The Company agrees to use its reasonable best efforts to qualify or register the Registrable
Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall
the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be
obligated to qualify to do business in such state, or would subject the Company to taxation as a foreign corporation doing business in
such jurisdiction or (ii) the principal shareholders of the Company to be obligated to escrow their shares of capital stock of the Company.
The Company shall use its best efforts to cause any registration statement or post-effective amendment filed pursuant to the demand rights
granted under Section 5.1.1 to remain effective for a period of nine consecutive months from the effective date of such registration
statement or post-effective amendment.


 


5.2
Piggy-Back Registration.


 


5.2.1
Piggy-Back Rights. If at any time during the seven year period commencing on the date of commencement of sales in the Offering,
the Company proposes to file a registration statement under the Act with respect to an offering of equity securities, or securities or
other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for
shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant
to Section 5.1), other than a registration statement (i) filed in connection with any employee stock option or other benefit plan,
(ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt
that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written
notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days
before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the
intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y)
offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable
Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”).
The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing
underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back
Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of
such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities
proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into
an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration


 




    5


     


    

 


5.2.2
Reduction of Offering. If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of Shares which the
Company desires to sell, taken together with Shares, if any, as to which registration has been demanded pursuant to written contractual
arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration
has been requested under this Section 5.2, and the Shares, if any, as to which registration has been requested pursuant to the
written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Shares, then the
Company shall include in any such registration:


 


(a)
If the registration is undertaken for the Company’s account: (A) first, Shares or other securities that the Company desires to
sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has
not been reached under the foregoing clause (A), the Shares or other securities, if any, comprised of Registrable Securities and Investor
Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights
of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that
the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the Shares or other securities for the account
of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons
and that can be sold without exceeding the Maximum Number of Shares;


 


(b)
If the registration is a “demand” registration undertaken at the demand of holders of Investor Securities, (A) first, the
Shares or other securities for the account of the demanding persons, Pro Rata, that can be sold without exceeding the Maximum Number
of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Shares
or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the
extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Registrable Securities,
Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number
of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B)
and (C), the Shares or other securities for the account of other persons that the Company is obligated to register pursuant to written
contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares; and


 


(c)
If the registration is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable
Securities or of Investor Securities, (A) first, the Shares or other securities for the account of the demanding persons that can be
sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (A), the Shares or other securities that the Company desires to sell that can be sold without exceeding the
Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(A) and (B), collectively the Shares or other securities comprised of Registrable Securities and Investor Securities, Pro Rata, as to
which registration has been requested pursuant to the terms hereof and of the Registration Rights Agreement, as applicable, that can
be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (A), (B) and (C), the Shares or other securities for the account of other persons that the Company
is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum
Number of Shares.


 


5.2.3
Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable
Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness
of the registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand
pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness of the registration
statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities
in connection with such Piggy-Back Registration as provided in Section 5.2.4.


 




    6


     


    

 


5.2.4
Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses
of one legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities but the Holders
shall pay any and all underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the
Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to
the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable
registration statement filed (during the period in which the Purchase Option is exercisable) by the Company until such time as all of
the Registrable Securities have been registered and sold. The Holders of the Registrable Securities shall exercise the “piggy-back”
rights provided for herein by giving written notice within ten days of the receipt of the Company’s notice of its intention to
file a registration statement. The Company shall use its best efforts to cause any registration statement filed pursuant to the above
“piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities
are first given the opportunity to sell all of such securities.


 


5.3
General Terms.


 


5.3.1
Indemnification. The Company shall, to the fullest extent permitted by applicable law, indemnify the Holder(s) of the Registrable
Securities to be sold pursuant to any registration statement hereunder and each person, if any, who controls such Holders within the
meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”),
against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred
in investigating, preparing or defending against litigation, commenced or threatened, or any claim whatsoever whether arising out of
any action between the underwriter and the Company or between the underwriter and any third party or otherwise) to which any of them
may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent
and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the underwriters contained in Section
5 of the Underwriting Agreement between the Company, Maxim and the other underwriters named therein dated [*], 2021 (“Underwriting
Agreement”). The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their
successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any,
who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage,
expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing
or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from
information furnished by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration
statement or arising from any omission or the alleged omission to state a material fact required to be stated therein or necessary to
make the statement contained therein not misleading in connection with the registration of the Registrable Securities, to the same extent
and with the same effect as the provisions contained in Section 5 of the Underwriting Agreement pursuant to which the underwriters have
agreed to indemnify the Company.


 


5.3.2
Exercise of Purchase Option. Nothing contained in this Purchase Option shall be construed as requiring the Holder(s) to exercise
their Purchase Option prior to or after the initial filing of any registration statement or the effectiveness thereof.


 


5.3.3
Documents Delivered to Holders. The Company shall furnish Maxim, as representative of the Holders participating in any of the
foregoing offerings, a signed counterpart, addressed to the participating Holders, of (i) an opinion of counsel to the Company, dated
the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated
the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort” letter dated the effective
date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the
closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company’s
financial statements included in such registration statement, in each case covering substantially the same matters with respect to such
registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events
subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’
letters delivered to underwriters in underwritten public offerings of securities. The Company shall also deliver promptly to Maxim, as
representative of the Holders participating in the offering, the correspondence and memoranda described below and copies of all correspondence
between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its
staff with respect to the registration statement and permit Maxim, as representative of the Holders, to do such investigation, upon reasonable
advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary
to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and properties
and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and
at such reasonable times and as often as Maxim, as representative of the Holders, shall reasonably request. The Company shall not be
required to disclose any confidential information or other records to Maxim, as representative of the Holders, or to any other person,
until and unless such persons shall have entered into reasonable confidentiality agreements (in form and substance reasonably satisfactory
to the Company), with the Company with respect thereto.


 




    7


     


    

 


5.3.4
Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected
by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably
acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such
managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily
contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating
to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties
and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such
Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except
as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and
indemnification and contribution obligations for selling shareholders as are customarily contained in agreements of that type used by
the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation
of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section
5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended
method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.


 


5.3.5
Rule 144 Sale. Notwithstanding anything contained in this Section 5 to the contrary, the Company shall have no obligation
pursuant to Sections 5.1 or 5.2 to use its best efforts to obtain the registration of Registrable Securities held by any
Holder (i) where such Holder would then be entitled to sell under Rule 144 within any three-month period (or such other period prescribed
under Rule 144 as may be provided by amendment thereof) all of the Registrable Securities then held by such Holder, or (ii) where the
number of Registrable Securities held by such Holder is within the volume limitations under paragraph (e) of Rule 144 (calculated as
if such Holder were an affiliate within the meaning of Rule 144).


 


5.3.6
Supplemental Prospectus. Each Holder agrees, that upon receipt of any notice from the Company of the happening of any event as
a result of which the prospectus included in the registration statement, as then in effect, includes an untrue statement of a material
fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light
of the circumstances then existing, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until such Holder’s receipt of the copies of a supplemental or amended prospectus,
and, if so desired by the Company, such Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to
the Company a certificate of such destruction) all copies, other than permanent file copies then in such Holder’s possession, of
the prospectus covering such Registrable Securities current at the time of receipt of such notice.


 


6.
ADJUSTMENTS.


 


6.1
Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of Units underlying the Purchase Option
shall be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1
Stock Dividends - Split-Ups. If after the date hereof, and subject to the provisions of Section 6.3 below, the number of
outstanding Shares is increased by a stock dividend payable in Shares or by a split-up of Shares or other similar event, then, on the
effective date thereof, the number of Shares underlying each of the Units purchasable hereunder shall be increased in proportion to such
increase in outstanding shares.


 






    8


     


    

 


6.1.2
Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 6.3, the number of outstanding
Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date
thereof, the number of Shares underlying each of the Units purchasable hereunder shall be decreased in proportion to such decrease in
outstanding shares and the Exercise Price shall be proportionately increased.


 


6.1.3
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares
other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in
the case of any merger or consolidation of the Company with or into another company (other than a consolidation or merger in which the
Company is the continuing entity and that does not result in any reclassification or reorganization of the outstanding Shares), or in
the case of any sale or conveyance to another company or entity of the property of the Company as an entirety or substantially as an
entirety in connection with which the Company is dissolved, the Holder of this Purchase Option shall have the right thereafter (until
the expiration of the right of exercise of this Purchase Option) to receive upon the exercise hereof, for the same aggregate Exercise
Price payable hereunder immediately prior to such event, the kind and amount of shares or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Option immediately prior to such event;
and if any reclassification also results in a change in Shares covered by Section 6.1.1 or 6.1.2, then such adjustment
shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3
shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


 


6.1.4
Changes in Form of Purchase Option. This form of Purchase Option need not be changed because of any change pursuant to this Section,
and a Purchase Option issued after such change may state the same Exercise Price and the same number of Units as are stated in the Purchase
Option as initially issued. The acceptance by any Holder of the issuance of a new Purchase Option reflecting a required or permissive
change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.


 


6.2
Substitute Purchase Option. In case of any consolidation of the Company with, or merger of the Company with, or merger of the
Company into, another entity (other than a consolidation or merger which does not result in any reclassification or change of the outstanding
Shares), the entity formed by such consolidation or merger shall execute and deliver to the Holder a supplemental Purchase Option providing
that the holder of each Purchase Option then outstanding or to be outstanding shall have the right thereafter (until the stated expiration
of such Purchase Option) to receive, upon exercise of such Purchase Option, the kind and amount of shares and other securities and property
receivable upon such consolidation or merger, by a holder of the number of Shares of the Company for which such Purchase Option might
have been exercised immediately prior to such consolidation, merger, sale or transfer. Such supplemental Purchase Option shall provide
for adjustments which shall be identical to the adjustments provided in Section 6. The above provision of this Section shall similarly
apply to successive consolidations or mergers.


 


6.3
Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares
or Rights upon the exercise of the Purchase Option, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests,
it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest whole
number of Rights, Shares or other securities, properties or rights (or as otherwise provided pursuant to the Rights Agreement).


 




    9


     


    

 


7.
RESERVATION AND LISTING. The Company shall at all times reserve and keep available
out of its authorized but unissued Shares, solely for the purpose of issuance upon exercise of the Purchase Option or the Rights underlying
the Purchase Option, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise thereof.
The Company covenants and agrees that, upon exercise of the Purchase Option and payment of the Exercise Price therefor, all Shares and
other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive
rights of any shareholder. The Company further covenants and agrees that upon conversion of the Rights underlying the Purchase Option,
all Shares and other securities issuable upon such conversion shall be duly and validly issued, fully paid and non-assessable and not
subject to preemptive rights of any shareholders. As long as the Purchase Option shall be outstanding, the Company shall use its best
efforts to cause all (i) Units and Shares issuable upon exercise of the Purchase Option, (ii) Rights issuable upon exercise of the Purchase
Option and (iii) Shares underlying the Rights included in the Units issuable upon exercise of the Purchase Option to be listed and/or
quoted (subject to official notice of issuance) on all securities exchanges (or, if applicable, on the OTC Bulletin Board or OTC Markets
Group, Inc. or any successor trading market) on which the Units, Shares, or Rights may then be listed and/or quoted.


 


8.
CERTAIN NOTICE REQUIREMENTS.


 


8.1
Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or
consent as a shareholders for the election of directors or any other matter, or as having any rights whatsoever as a shareholders of
the Company. If, however, at any time prior to the expiration of the Purchase Option and its exercise, any of the events described in
Section 8.2 shall occur, then, in each such event, the Company shall give written notice of such event at least fifteen days prior
to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such
dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution,
liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the
case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders
of the Company at the same time and in the same manner that such notice is given to the shareholders.


 


8.2
Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the
following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a
dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings,
as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall offer
to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable
for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation
or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property,
assets and business shall be proposed.


 


8.3
Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant
to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice
shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the
Company’s Chief Executive Officer.


 


8.4
Transmittal of Notices. All notices, requests, consents and other communications under this Purchase Option shall be in writing
and shall be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered
Holder of the Purchase Option, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to the
following address or to such other address as the Company may designate by notice to the Holders:


 


UK
Wisdom Limited


Floor
8, Tower D


No.
2 Guang Hua Road


Chaoyang
District, Beijing


People’s
Republic of China, 100026


Attn:
Xuefei Xiao, Chief Executive Officer


Telephone:
+86 (10) 6506-7789


 




    10


     


    

 


9.
MISCELLANEOUS.


 


9.1
Amendment The Company and Maxim may from time to time supplement or amend this Purchase Option without the approval of any of
the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent
with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company
and Maxim may deem necessary or desirable and that the Company and Maxim deem shall not adversely affect the interest of the Holders.
All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the
modification or amendment is sought.


 


9.2
Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or
affect the meaning or interpretation of any of the terms or provisions of this Purchase Option.


 


9.3
Entire Agreement. This Purchase Option (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Option) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4
Binding Effect. This Purchase Option shall inure solely to the benefit of and shall be binding upon the Holder and the Company
and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Option or any provisions herein
contained.


 


9.5
Governing Law; Submission to Jurisdiction. This Purchase Option shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. Each of the Holder and the Company
hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Option shall be
brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the Holder and the Company
hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons
to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 8.4 hereof. Such mailing shall be deemed personal service
and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing
party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and
expenses relating to such action or proceeding and/or incurred in connection with the preparation therefore.


 


9.6
Waiver, Etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Option shall
not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Option or any
provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Option. No
waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Option shall be effective unless set
forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver
of any such breach, non-compliance or non- fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach
or non-compliance.


 


9.7
Execution in Counterparts. This Purchase Option may be executed in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the
same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto.


 


9.8
Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Option, Holder agrees that, at
any time prior to the complete exercise of this Purchase Option by Holder, if the Company and Maxim enter into an agreement (“Exchange
Agreement”) pursuant to which they agree that all outstanding Purchase Options will be exchanged for securities or cash
or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


[Signature
Page Follows]


 




    11


     


    

 


IN
WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by its duly authorized officer as of the ___ day of _______,
2021.


 


	 	UK WISDOM LIMITED
	 	

	 	By:	 
	 	 	Name:  	Xuefei Xiao
	 	 	Title:	 Chief Executive Officer


 


Signature
Page to Unit Purchase Option


 




     


     


    

 


Form
to be used to exercise Purchase Option


 


UK
Wisdom Limited


Floor
8, Tower D


No.
2 Guang Hua Road


Chaoyang
District, Beijing


People’s
Republic of China, 100026


 


Date:_________________,
20___


 


The
undersigned hereby elects irrevocably to exercise all or a portion of the within Purchase Option and to purchase ____ Units of UK Wisdom
Limited and hereby makes payment of $____________ (at the rate of $_________ per Unit) in payment of the Exercise Price pursuant thereto.
Please issue the securities as to which this Purchase Option is exercised in accordance with the instructions given below.


 


or


 


The
undersigned hereby elects irrevocably to convert its right to purchase _________ Units purchasable under the within Purchase Option by
surrender of the unexercised portion of the attached Purchase Option (with a “Value” based of $_______ based on a “Market
Price” of $_______). Please issue the securities comprising the Units as to which this Purchase Option is exercised in accordance
with the instructions given below.


 


NOTICE:
The signature to this assignment must correspond with the name as written upon the face of the purchase option in every particular, without
alteration or enlargement or any change whatever


 


Signature(s)
Guaranteed:


 


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 


INSTRUCTIONS
FOR REGISTRATION OF SECURITIES


 


Name


	 
	(Print in Block Letters)
	 

    Address

     

    






 


	 






 




     


     


    

 


Form
to be used to assign Purchase Option:


 


ASSIGNMENT


 


(To
be executed by the registered Holder to effect a transfer of the within Purchase Option):


 


FOR
VALUE RECEIVED,______________________________________________ does hereby sell, assign and transfer unto___________________________________________
the right to purchase __________ Units of UK Wisdom Limited. (“Company”) evidenced by the within Purchase Option
and does hereby authorize the Company to transfer such right on the books of the Company.


 


Dated:___________________,
20___


 


	 	 
	 	Signature


 


	 	 
	 	NOTICE: The
    signature to this assignment must correspond with the name as written upon the face of the purchase option in every particular, without
    alteration or enlargement or any change whatever.
	 	 


Signature(s)
Guaranteed:


	 


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).