Exhibit 4.1


 


Form of Underwriter’s Warrant Agreement


 


THE
REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD
OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (AS DEFINED BELOW) OF THE REGISTRATION STATEMENT: (A) SELL, TRANSFER,
ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF network 1, EACH OF WHOM SHALL
HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, 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).


 


THIS PURCHASE WARRANT
IS NOT EXERCISABLE PRIOR TO [●], 20[__] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00
P.M., EASTERN TIME, [●], 20[__] [DATE THAT IS THREE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].


 


ORDINARY SHARES PURCHASE WARRANT


 


For the Purchase of [●] Ordinary Shares


 


of


WAH FU EDUCATION GROUP LIMITED


 


1.
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between., Wah Fu Education
Group Limited, a British Virgin Islands company (the “Company”) and Network 1 Securities, Inc. (“Network
1”), dated [●], 2018 (the “Underwriting Agreement”), Network 1 (in such capacity with its permitted
successors or assigns, the “Holder”), as registered owner of this Purchase Warrant, is entitled, at any time
or from time to time from [●], 20[__] (the “Exercise Date”) [THE DATE THAT IS 180 DAYS AFTER THE EFFECTIVE
DATE OF THE REGISTRATION STATEMENT], and at or before 5:00 p.m., Eastern time, [●], 20[ ] [DATE THAT IS THREE YEARS FROM
THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase
and receive, in whole or in part, up to [●] Ordinary Shares of the Company, par value $0.01 per share (the “Shares”),
subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions
are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which
is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration
Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially
exercisable at $[●] per Share (125% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence
of any of the events specified in Section 5 hereof, the rights granted by this Purchase Warrant, including the
exercise price per Share and the number of Shares 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. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement.


 


2.
Exercise.


 


2.1 Exercise Form.
In order to exercise this Purchase Warrant, the exercise form attached hereto as Exhibit C.1 (the “Exercise
Form”) must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment
of the Exercise Price for the Shares being purchased payable in cash by wire transfer of immediately available funds to an account
designated by the Company or by certified check or official bank check to the order of the Company. 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.


 






     


     


    

 


2.2 Cashless Exercise.
In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company pursuant to Section
2.1 above, Holder may elect to receive the number of 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, 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 Shares to be issued to Holder;


Y   =    The number
of Shares for which the Purchase Warrant is being exercised;


A   =    The fair
market value of one Share; and


B   =    The Exercise
Price.


 


For purposes of this Section 2.2,
the fair market value of a Share is defined as follows:


 


(i) if the Company’s
Ordinary Shares is traded on a securities exchange, the value shall be deemed to be the closing price on such exchange on the trading
day immediately prior to the Exercise Form being submitted in connection with the exercise of this Purchase Warrant; or


 


(ii) if the Company’s
Ordinary Shares is actively traded over-the-counter, the value shall be deemed to be the closing bid price on the trading day immediately
prior to the Exercise Form being submitted in connection with the exercise of the Purchase Warrant; if there is no active public
market, 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 a legend as follows unless such securities
have been registered under the Securities Act of 1933, as amended (the “Act”):


 


“The securities represented
by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable
state law. Neither the securities nor any interest therein may 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 which, in the opinion of counsel to the Company, is available.”


 


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 for a period
of one hundred eighty (180) days following the Effective Date of the Registration Statement: (a) sell, transfer, assign, pledge
or hypothecate this Purchase Warrant to anyone other than: (i) Network 1 or an underwriter or a selected dealer participating in
the offering (the “Offering”) contemplated by the Underwriting Agreement, or (ii) officers or partners of Network
1, each of whom shall have agreed to the restrictions contained herein, 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 of the Registration Statement, 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
C.2 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 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 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, (ii) a Registration Statement relating to the offer and sale of such securities has been filed and declared effective
by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities
law has been established.


 






    	 	2	 



     


    

 


4.
New Purchase Warrants to be Issued.


 


4.1 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 Shares purchasable hereunder as to which this Purchase Warrant 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 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.


 


5.
Adjustments.


 


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


 


5.1.1 Share Dividends;
Split Ups. If, after the date hereof, and subject to the provisions of Section 5.3 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective
day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding shares,
and the Exercise Price shall be proportionately decreased.


 


5.1.2 Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 5.3 below, the number of outstanding
Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective
date thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares,
and the Exercise Price shall be proportionately increased.


 


5.1.3 Replacement
of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than
a change covered by Section 5.1.1 or Section 5.1.2 hereof or that solely affects the par
value of such 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 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 shares of stock 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 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 Shares covered by Section
5.1.1 or Section 5.1.2, then such adjustment shall be made pursuant to Section 5.1.1, Section
5.1.2 and this Section 5.1.3. The provisions of this Section 5.1.3 shall similarly apply
to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.


   


5.1.4 Changes in Form
of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section
5.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of 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.


 






    	 	3	 



     


    

 


5.2 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 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 shares of stock and other securities and property receivable upon such consolidation
or share reconstruction or amalgamation, by a holder of the number of 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
5. The above provision of this Section 5 shall similarly apply to successive consolidations or share reconstructions
or amalgamations.


 


5.3 Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of 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 Shares or other securities, properties or rights.


 


6.
Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized Shares,
solely for the purpose of issuance upon exercise of this Purchase Warrant, such number of Shares or other securities, properties
or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of this Purchase
Warrant and payment of the Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable
upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any
shareholder. The Company further covenants and agrees that upon exercise of this Purchase Warrant and payment of the exercise price
therefor, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable
and not subject to preemptive rights of any shareholder. As long as this Purchase Warrant shall be outstanding, the Company shall
use its commercially reasonable efforts to cause all 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 OTC Bulletin Board or any successor
trading market) on which the Shares issued to the public in the Offering may then be listed and/or quoted.


 


7.
Certain Notice Requirements.


 


7.1 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 7.2 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.


 


7.2 Events Requiring
Notice. The Company shall be required to give the notice described in this Section 7 upon one or more of the
following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive
a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained
earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company
shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution,
liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation)
or a sale of all or substantially all of its property, assets and business shall be proposed.


 






    	 	4	 



     


    

 


7.3 Notice of Change
in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section
5 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.


 


7.4 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 (1) when hand delivered, (2) when mailed by express mail or private courier service or (3)
when the event requiring notice is disclosed in all material respects and filed with the Commission pursuant to requirements of
the Securities and Exchange Act of 1934, as amended prior to the Notice Date: (i) if to the registered Holder of the Purchase Warrant,
to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following address or to such
other address as the Company may designate by notice to the Holders:


  


If to the Holder:


 


Network 1 Financial Securities,
Inc.


2 Bridge Avenue, Penthouse


Red Bank, NJ 07701


Attention: Damon Testaverde


Facsimile: 732-758-6671


E-mail: ddtestaverde@netw1.com


 


with a copy (which
shall not constitute notice) to:


 


Mei & Mark LLP

818 18th Street NW, Suite 410

Washington, DC 20006

Fax: (888) 706-1173


Attn: Fang Liu, Esq.


 


If to the Company:


 


Wah Fu Education Group Limited


Room 505 Building No. 40


No. 1 Disheng North Street


Economic and Technological Development Zone, Beijing


People’s Republic of China 100176


 


with a copy (which
shall not constitute notice) to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, New York 10105


Attention: Richard I. Anslow, Esq.


Telephone: (212)370-1300


E-mail: ranslow@egsllp.com


 






    	 	5	 



     


    

 


8.
Miscellaneous.


 


8.1 Amendments.
The Company and Network 1 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 Network 1 may deem necessary or desirable and that the Company and Network 1 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.


 


8.2 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.


   


8.3 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.


 


8.4 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 and respective successors 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.


 


8.5 Governing Law;
Submission to Jurisdiction. This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws
of the State of California, 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 California Supreme Court, Los Angeles County, or in the United States District Court for the Central District of California,
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 7 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.


 


8.6 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.


 


8.7 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 Network 1 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.


 


8.8 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.


 


[Remainder of page intentionally left
blank.]


 




    	 	6	 



     


    

 


IN WITNESS WHEREOF, the Company
has caused this Purchase Warrant to be signed by its duly authorized officer as of the ____ day of _______, 2018.


 


	WAH FU EDUCATION GROUP LIMITED	 
	 	 	 
	By:	    	 
	 	Name:	 
	 	Title:	 


 




    	 	7	 



     


    

 


EXHIBIT C.1


 


Form to be used to exercise Purchase Warrant:


 


Date: __________, 20___


 


The undersigned hereby
elects irrevocably to exercise the Purchase Warrant for ______ Shares of Wah Fu Education Group Limited, a British Virgin Islands
company (the “Company”) and hereby makes payment of $____ (at the rate of $____ per Share) in payment of the
Exercise Price pursuant thereto. Please issue the 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 Shares for which this Purchase Warrant
has not been exercised.


 


or


 


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


 


	 	X	=	Y(A-B)	 
	 	 	 	A	 


 


		Where,	X   =   The number of Shares to be issued to Holder;


Y   =   The number of
Shares for which the Purchase Warrant is being exercised;


A   =   The fair market
value of one Share which is equal to $_____; and


B   =   The Exercise Price
which is equal to $______ per 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 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 Shares for which this Purchase Warrant has not been exercised.


 


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.


 




     


     


    

 


EXHIBIT C.2


 


Form to be used to assign Purchase Warrant:


 


(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 shares of Wah Fu Education Group 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


 


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.