Exhibit 4.2


 


THE REGISTERED HOLDER OF THIS PURCHASE
WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED
AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE
WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE COMMENCEMENT OF SALES OF THE OFFERING TO ANYONE OTHER THAN
(I) UNIVEST SECURITIES, LLC, OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER
OR PARTNER OF UNIVEST SECURITIES, LLC, OR OF ANY SUCH UNDERWRITERS OR SELECTED DEALER.


 


THIS PURCHASE WARRANT IS NOT EXERCISABLE
PRIOR TO [ ● ], 2021. VOID AFTER 5:00 P.M., EASTERN TIME, [ ● ], 20261.


 


UNDERWRITER’S WARRANT


 


FOR THE PURCHASE OF [ ● ] ORDINARY
SHARES


 


OF


 


HUARUI INTERNATIONAL NEW MATERIAL LIMITED


 


1. Purchase
Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Huarui International New Material
Limited, a British Virgin Islands company limited by shares (the “Company”), on one hand, and Univest Securities,
LLC (the “Holder”), on the other hand, dated [ ● ], 2021 (the “Underwriting Agreement”),
the Holder, as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from [ ● ], 2021
(the “Exercise Date”), and at or before 5:00 p.m., Eastern time, on [ ● ], 2025, (the “Expiration
Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of ordinary
shares of the Company, par value $0.0083 per ordinary share (the “Ordinary Shares”) as equates to [ ●
] percent ([ ● ] %)2 of the Ordinary Shares sold in the Offering (the “Shares”), excluding
any Ordinary Shares sold as result of the exercise by the underwriters of their over-allotment option, subject to adjustment as
provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by
law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with
the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate
this Purchase Warrant. This Purchase Warrant is initially exercisable at $[ ● ] per Ordinary Share (115%) of the price of
the Ordinary Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified
in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Ordinary Share
and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise
Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events
set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to
them in the Underwriting Agreement. 


 


2. Exercise.


 


2.1 Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto as Exhibit A must be duly
executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for
the Ordinary Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by
the Company or by certified check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m.,
Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights
represented hereby shall cease and expire.


 





 






		1	5 years from five years from the commencement of sales
of the public offering.



		2	8% of the total number of ordinary shares sold in the offering
(firm and over-allotment shares).



 






    1


    




    

 


2.2 Cashless
Exercise. At any time after the Exercise Date and until the Expiration Date, Holder may elect to receive the number of Ordinary
Shares equal to the value of this Purchase Warrant (or the portion thereof being exercised), by surrender of this Purchase Warrant
to the Company, together with the exercise form attached hereto, in which event the Company shall issue to Holder, Shares in accordance
with the following formula:


 


	X	=	Y(A-B)	 	 
	A	 	 
	 	 	 	 
	Where,	X	=	The number of Ordinary Shares to be issued to Holder;
	 	Y	=	The number of Ordinary Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Ordinary Share; and
	 	B	=	The Exercise Price.


 


For purposes of this Section
2.2, the “fair market value” of an Ordinary Share is defined as follows:


 


		(i)	if the Ordinary Shares are traded on a national securities exchange, the value shall be deemed
to be the closing price on such exchange for the five consecutive trading days ending on the day immediately prior to the exercise
form being submitted in connection with the exercise of the Purchase Warrant; or



 


		(ii)	if the Ordinary Shares are actively traded over-the-counter, the value shall be deemed to be the
weighted average price of the Ordinary Shares for the five consecutive trading days ending on the trading day immediately prior
to the exercise form being submitted in connection with the exercise of the Purchase Warrant; or



 


		(iii)	if there is no market for the Ordinary Shares, the value shall be the fair market value thereof,
as determined in good faith by the Company’s Board of Directors.



 


2.3 Legend.
Each certificate for the securities purchased under this Purchase Warrant shall bear the following legends unless such securities
have been registered under the Securities Act of 1933, as amended (the “Act”), or are exempt from registration
under the Act:


 


(i) “THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS FOLLOWING THE COMMENCEMENT OF SALES OF
THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY’S SECURITIES (FILE NO. 333-[ ● ]) AND MAY NOT BE
(A) SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN UNIVEST SECURITIES, LLC, OR BONA FIDE OFFICERS OR
PARTNERS OF UNIVEST SECURITIES, LLC, OR (B) CAUSED TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION
THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2).”


 


(ii) Any legend required by
the securities laws of any state to the extent such laws are applicable to the Shares represented by a certificate, instrument,
or book entry so legended.


  






    2


    




    

 


3. Transfer.


 


3.1 General
Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder
will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of one hundred eighty (180) days
following the commencement of sales of the public offering (the “Effective Date”) to anyone other than: (i)
the Underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of the Underwriter or
of any such selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Purchase Warrant
or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would
result in the effective economic disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA
Rule 5110(g)(2). On and after that date that is one hundred eighty (180) days after the Effective Date, 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 as Exhibit B duly executed and completed,
together with this Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall
within five (5) Business Days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase
Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate
number of Ordinary Shares 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 Warrant shall not be transferred unless and until: (i) the Company
has received the opinion of counsel for the Company 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, (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and
sale of such securities that has been declared effective by the U.S. Securities and Exchange Commission (the “Commission”)
and includes a current prospectus or (iii) a registration statement, pursuant to which the Holder has exercised its registration
rights pursuant to Sections 4.1 and 4.2 herein, relating to the offer and sale of such securities has been filed
and declared effective by the Commission and compliance with applicable state securities law has been established.


 


4. Registration
Rights. The Company shall be required to keep a registration statement effective on Form F-1 (or Form F-3, if the Company is
eligible to use such form) until such date that is the earlier of the date when all of the ordinary shares underlying this Purchase
Warrant have been publicly sold by the Holder or such time as Rule 144 or another similar exemption under the Securities Act of
1933, as amended, is available for the sale of all of such Holder’s Shares underlying this Purchase Warrant without registration.


 


5. New
Purchase Warrants to be Issued.


 


5.1 Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant 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
Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise
Price and/or transfer tax if exercised pursuant to Section 2.1 hereof, the Company shall cause to be delivered
to the Holder without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing
the right of the Holder to purchase the number of Ordinary Shares purchasable hereunder as to which this Purchase Warrant has not
been exercised or assigned.


 


5.2 Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver
a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant 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.


 


6. Adjustments.


 


6.1 Adjustments
to Exercise Price and Number of Ordinary Shares. The Exercise Price and the number of Ordinary Shares underlying this Purchase
Warrant shall be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1 Share
Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number
of outstanding Ordinary Shares is increased by a stock dividend payable in Ordinary Shares or by a split up of Ordinary Shares
or other similar event, then, on the effective day thereof, the number of Ordinary Shares purchasable hereunder shall be increased
in proportion to such increase in outstanding Ordinary Shares, and the Exercise Price shall be proportionately decreased.


 


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


  






    3


    




    

 


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


 


6.1.4 Fundamental
Transaction. If, at any time while this Purchase Warrant is outstanding, the Company enters into the following transactions
with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Ordinary Shares
(not including any Ordinary Shares held by the other Person or other Persons making or party to, or associated or affiliated with,
the other Persons making or party to such stock or share purchase agreement or other business combination): (i) the Company, directly
or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person,
(ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition
of all or substantially all of its assets in one or a series of related transactions, (iii) any direct or indirect purchase offer,
tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares
are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders
of 50% or more of the outstanding Ordinary Shares, (iv) the Company, directly or indirectly, in one or more related transactions
effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant
to which the Ordinary Shares is effectively converted into or exchanged for other securities, cash or property, or (v) the Company,
directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spinoff or scheme of arrangement) with another Person or group
of Persons (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Purchase Warrant,
the Holder shall have the right to receive, for each Purchase Warrant Share that would have been issuable upon such exercise immediately
prior to the occurrence of such Fundamental Transaction, the number Ordinary Shares of the successor or acquiring corporation or
of the Company, if it is the surviving corporation, and any additional or alternative consideration (the “Alternative
Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for
which this Purchase Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise,
the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternative Consideration based on the
amount of Alternative Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction, and the Company
shall apportion the Exercise Price among the Alternative Consideration in a reasonable manner reflecting the relative value of
any different components of the Alternative Consideration. If holders of Ordinary Shares are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternative
Consideration it receives upon any exercise of this Purchase Warrant following such Fundamental Transaction. The Company shall
cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)
to assume in writing all of the obligations of the Company under this Purchase Warrant, and to deliver to the Holder in exchange
for this Purchase Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and
substance to this Purchase Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor
Entity (or its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon exercise of this Purchase Warrant
prior to such Fundamental Transaction, and with an exercise price which applies the Exercise Price hereunder to such shares of
capital stock (but taking into account the relative value of the Ordinary Shares pursuant to such Fundamental Transaction and the
value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of
protecting the economic value of this Purchase Warrant immediately prior to the consummation of such Fundamental Transaction).
Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that
from and after the date of such Fundamental Transaction, the provisions of this Purchase Warrant and the other Transaction Documents
referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of,
the Company and shall assume all of the obligations of the Company, under this Purchase Warrant and the other Transaction Documents
with the same effect as if such Successor Entity had been named as the Company herein.


 






    4


    




    

 


6.1.5   Changes
in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section
6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Ordinary Shares
as are stated in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance
of new Purchase Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring
after the date hereof or the computation thereof.


 


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


 


6.3 Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Ordinary Shares
upon the exercise of the Purchase Warrant, 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, as the
case may be, to the nearest whole number of Ordinary 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 Ordinary Shares, solely for the
purpose of issuance upon exercise of this Purchase Warrant, such number of Ordinary Shares or other securities, properties or rights
as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of this Purchase Warrant and
payment of the Exercise Price therefor, in accordance with the terms hereby, all Ordinary 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 exercise of this Purchase Warrant and payment of the exercise price
therefor, all Ordinary 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 this Purchase Warrant shall be outstanding,
the Company shall use its commercially reasonable efforts to cause all Ordinary Shares issuable upon exercise of this Purchase
Warrant to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTCQB
Market or any successor quotation system) on which the Ordinary Shares issued to the public in the Offering may then be listed
and/or quoted (if at all).


 






    5


    




    

 


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 or to
receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder
of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, 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 (the “Notice
Date”) 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 Ordinary 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,
(ii) the Company shall offer to all the holders of its Ordinary 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 share
reconstruction or amalgamation) 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 Financial Officer.


 


8.4 Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall
be deemed to have been duly made if made in accordance with the notice provisions of the Underwriting Agreement to the addresses
and contact information set forth below:


 


If to the Holder, then to:


 


Univest Securities, LLC


375 Park Avenue, 15th Floor


New York, NY 10152


	 	Attn: 	Edric Guo
	 	Email:	yguo@univest.us




 


With a copy
to:


 


Hunter Taubman Fischer & Li LLC


800 Third Avenue, Suite 2800

New York, NY 10022



	 	Attn: 	Ying Li, Esq.
	 	Email:	yli@htflawyers.com








 


If to the Company:


 


Huarui International New Material Limited


No.110 Huancun West Road, Huaxi Industrial Park, Huashi
Town


Jiangyin, Jiangsu Province, China


People’s Republic of China








	 	Attn: 	Huhujie Sun, CEO
	 	Email:	178001205@qq.com





 


With a copy to:


 


Ortoli Rosenstadt LLP


366 Madison Avenue, 3rd Floor


New York, NY 10017


Attn: William S. Rosenstadt, Esq.








Attn:
Mengyi “Jason” Ye, Esq.





	 	Email:	wsr@orllp.legal
	 	 	jye@orllp.legal





 






    6


    




    

 


9. Miscellaneous.


 


9.1 Amendments.
The Company and the Underwriter may from time to time supplement or amend this Purchase Warrant 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 the Underwriter may deem necessary or desirable and that the Company and the Underwriter 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 Warrant.


 


9.3. Entire
Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Warrant) 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 Warrant 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 Warrant or any provisions
herein contained.


 


9.5 Governing
Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby
agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant 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. 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 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 therefor. The Company
(on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby
irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby.


 


9.6 Waiver,
etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant 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 Warrant or
any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase
Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant 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, non-compliance or non-fulfillment.


 






    7


    




    

 


9.7 Exchange
Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any
time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement
(“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants 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.


 


9.8 Execution
in Counterparts. This Purchase Warrant 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. Such counterparts may be delivered by facsimile transmission or other electronic
transmission.


 


9.9 Holder
Not Deemed a Shareholder. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder
of this Purchase Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Purchase Warrant be construed to confer upon the Holder, solely in its capacity
as the Holder of this Purchase Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue of share, reclassification of share, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance
to the Holder of the Shares which it is then entitled to receive upon the due exercise of this Purchase Warrant. In addition, nothing
contained in this Purchase Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon
exercise of this Purchase Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the
Company or by creditors of the Company.


 


9.10 Restrictions.
The Holder acknowledges that the Shares acquired upon the exercise of this Purchase Warrant, if not registered, and the Holder
does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.


 


9.10 Severability.
Wherever possible, each provision of this Purchase Warrant shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Purchase Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Purchase Warrant.


 


[Signature Page Follows]


 




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


 


	 	HUARUI INTERNATIONAL NEW MATERIAL LIMITED
	 	 	 
	 	By: 	 
	 	 	Name: 
	 	 	Title: 


 




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EXHIBIT A


Exercise Notice


 


Form to be used to exercise Purchase Warrant:


 


Date: __________, 20___


 


The undersigned hereby
elects irrevocably to exercise the Purchase Warrant for ______ Ordinary Shares of Huarui International New Material Limited, a
British Virgin Islands company (the “Company”) and hereby makes payment of $____ (at the rate of $____ per Ordinary
Share) in payment of the Exercise Price pursuant thereto. Please issue the Ordinary Shares as to which this Purchase Warrant is
exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of
Ordinary Shares for which this Purchase Warrant has not been exercised.


 


or


 


The undersigned hereby
elects irrevocably to convert its right to purchase ___ Ordinary Shares under the Purchase Warrant for ______ Ordinary Shares,
as determined in accordance with the following formula:


 


	 	 X	 =	Y(A-B)	 
	 	A	 
	Where,	X	=	The number of Ordinary Shares to be issued to Holder;
	 	Y	=	The number of Ordinary Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Ordinary Share which is equal to $_____; and
	 	B	=	The Exercise Price which is equal to $______ per Ordinary Share


 


The undersigned agrees
and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect
to the calculation shall be resolved by the Company in its sole discretion.


 


Please issue the Ordinary
Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new
Purchase Warrant representing the number of Ordinary Shares for which this Purchase Warrant has not been converted.


 


Signature


 


Signature Guaranteed


 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


Name:


(Print in Block Letters)


Address:


 


NOTICE: The signature
to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or
any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.


 




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EXHIBIT B


Assignment Notice


 


Form to be used to assign Purchase Warrant:


 


ASSIGNMENT


 


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


 


FOR VALUE RECEIVED,                  does
hereby sell, assign and transfer unto the right to purchase             ordinary shares of Huarui International New Material
Limited, a British Virgin Islands company (the “Company”), evidenced by the Purchase Warrant and does hereby
authorize the Company to transfer such right on the books of the Company.


 


Dated:              ,
20


 


Signature


 


Signature Guaranteed


 


NOTICE: The signature
to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having
membership on a registered national securities exchange.







 


 


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