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 AND EIGHTY DAYS FROM
THE COMMENCEMENT OF SALES OF THE OFFERING (AS DEFINED HEREIN) TO ANYONE OTHER THAN TO (I) UNIVEST SECURITIES, LLC (“UNIVEST”)
OR AN UNDERWRITER OR SELECTED DEALER PARTICIPATING IN THE OFFERING OR (II) AN OFFICER OR PARTNER OF UNIVEST 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 UTXO ACQUISITION INC. (“COMPANY”) OF
A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS
COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND THE DATE THAT IS
FIVE YEARS FROM THE COMMENCEMENT OF SALES OF THE OFFERING. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION
OF THE COMPANY’S TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENT) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION
WITHIN THE REQUIRED TIME PERIODS OR [●] 2026.1


 


UNIT
PURCHASE OPTION

FOR THE PURCHASE OF

500,000 UNITS

OF

UTXO ACQUISITION INC.


 


1. Purchase
Option.


 


THIS
CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of Univest Securities, LLC (“Holder”), as registered
owner of this Purchase Option, to UTXO Acquisition, Inc. (“Company”), Holder is entitled, at any time or from time
to time upon the consummation of a Business Combination (“Commencement Date”), and at or before 5:00 p.m., New York
City local time, on the earlier of the liquidation of the Company’s Trust Account (as described in the Company’s registration
statement (“Registration Statement”) pursuant to which Units are offered for sale to the public in the Company’s
initial public offering (“Offering”)) in the event the Company has not completed a Business Combination within the
required time periods and [●] 2026, five years from the commencement of sales of the Offering (“Expiration Date”),
but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to Five Hundred Thousand (500,000) units (“Units”)
of the Company, each Unit consisting of one (1) share of the Company’s Class A Common Stock, par value $0.0001 per share (“Class
A Share(s)”) and one (1) right to receive one-twentieth (1/20) of one (1) Class A Share upon the consummation of a Business
Combination (“Right(s)”). Each Right is the same as the right included in the units being registered for sale to the
public by way of the Registration Statement (“Public Rights”). If the Expiration Date is a day on which banking institutions
are authorized by law to close, then this Purchase Option 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
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 Class A 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. This Purchase Option shall not be exercisable after more than five years from the commencement of sales of
the Offering.


 


 






		1	Date that is five years from the commencement of sales of the
offering.



 






     


     


    

 


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. 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 applicable state law. 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 state law.”


 


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 Class A 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 Class A 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, Class A 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 is 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; (B) in the event that the Units are not still trading but the Class A Shares
and Public Rights underlying the Units are still trading, the aggregate of (i) the product of (x) the Current Market Price of the Class
A Shares and (y) the number of Class A Shares underlying one Unit (which shall include the portion of a Class A Share the holder of a
Unit would automatically receive in connection with the Right included in each such Unit); or (C) in the event that the Units are not
trading, the product of (x) the Current Market Price of the Class A Shares and (y) the number of Class A Shares underlying one Unit (which
shall include the portion of a Class 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 Class A 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 Class A Shares in the principal
trading market for the Class A 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 Class A 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 Class A
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 Class A 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 underlying 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 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 Class A Shares underlying this Purchase Option), or cause the Purchase Option (or
the Class A Shares 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) beginning on the date of commencement of sales of the Offering to anyone other than (i) Univest
or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of Univest or of any such
underwriter or selected dealer. After the end of such 180-day period, 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 five 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.


 






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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,
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 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.


 


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, Class A Shares, Rights and the Class A Shares underlying the Rights, and (ii) the units issued to the Holder prior to or concurrently
with the Offering and all the securities underlying such units (collectively, the “Registrable Securities”). On such
occasions, 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 thirty (30) 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 four and one-half years beginning 180 days
after 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.


 






    4


     


    

 


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 Class A Shares or other securities which the Company desires to sell and the Class
A 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 Class A 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 Class A 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 Univest, dated as of [●] (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
Class A 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.


 


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


     


    

 


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


 






    6


     


    

 


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 Class A Shares which the Company
desires to sell, taken together with Class A 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 Class A 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, Class A 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 Class A 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 Class A 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 Class
A 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 Class
A 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 Class A 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 Class A 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 Class A 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 Class A 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 Class A 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.


 






    7


     


    

 


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 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, Univest 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 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 underlying such Purchase Option prior to or after the initial filing of any registration statement or the effectiveness thereof.


 






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5.3.3 Documents
Delivered to Holders. The Company shall furnish Univest, for as long as it is a Holder, 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 Univest, 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 Univest, 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 Univest, as representative of the Holders, shall reasonably
request. The Company shall not be required to disclose any confidential information or other records to Univest, 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.


 


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).


 






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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
Class A Shares is increased by a stock dividend payable in Class A Shares or by a split-up of Class A Shares or other similar event,
then, on the effective date thereof, the number of Class A Shares underlying each of the Units purchasable hereunder shall be increased
in proportion to such increase in outstanding shares.


 


6.1.2 Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 6.3, the number of outstanding Class A Shares
is decreased by a consolidation, combination or reclassification of Class A Shares or other similar event, then, on the effective date
thereof, the number of Class A 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 Class A 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 Class A 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 Class A 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 Class A 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 Class A 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.


 






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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 Class
A 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 Class A 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 Class A Shares 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 or down to the nearest whole number
of Class A Shares or other securities, properties or rights.


 


7. RESERVATION
AND LISTING. The Company shall at all times reserve and keep available out of its authorized but unissued Class A Shares,
solely for the purpose of issuance upon exercise of the Purchase Option (including the Class A Shares underlying the Rights), such number
of Class A 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 Class A 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. As long as the Purchase Option shall be outstanding, the Company shall use its best efforts to cause all (i) Units and Class
A Shares issuable upon exercise of the Purchase Option, (ii) Rights issuable upon exercise of the Purchase Option and (iii) Class A 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 Class A Shares 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 shareholders
for the election of directors or any other matter, or as having any rights whatsoever as 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.


 






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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 Class A 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 Class A 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:


 


UTXO
Acquisition Inc.


203
N LaSalle St., #2100


Chicago,
IL 60601


Attn:
Yuanyuan Huang


 


9. MISCELLANEOUS.


 


9.1 Amendment
The Company and Univest, for as long as it is a Holder, 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 Univest may deem necessary or desirable and that the Company and Univest 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.


 






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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 Univest enter into an agreement (“Exchange Agreement”)
pursuant to which they agree that all outstanding Purchase Option’s 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]


 






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


 


	 	UTXO ACQUISITION INC.
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:  





 






     


     


    

 


Form
to be used to exercise Purchase Option


 


UTXO
Acquisition Inc.


203
N LaSalle St., #2100

Chicago, IL 60601

Attn.: [●]


 


Date:
_________________, 20___


 


The
undersigned hereby elects irrevocably to exercise all or a portion of the within Purchase Option and to purchase ____ Units of UTXO Acquisition
Inc. 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 UTXO Acquisition Inc. (“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).