Exhibit 4.2


 


[FORM OF GLOBAL CERTIFICATE]


 


THIS WARRANT AND THE SHARES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (“FEDERAL ACT”) OR THE SECURITIES
LAWS OF ANY STATE IN RELIANCE UPON THE EXEMPTIONS CONTAINED THEREIN. THIS WARRANT AND ANY SHARES ISSUED UPON EXERCISE OF THIS WARRANT
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE FEDERAL ACT AND APPLICABLE
STATE SECURITIES LAWS OR THE COMPANY IS SATISFIED THAT SUCH REGISTRATION IS NOT REQUIRED.


 


THIS GLOBAL CERTIFICATE SHALL
REPRESENT THE TERMS, AND CONDITIONS OF THE WARRANT. THE WARRANT(S) SHALL BE ISSUED IN “BOOK ENTRY” FORMAT TO THE RESPECTIVE
WARRANT HOLDERS. THE WARRANT AGENT FOR THE COMPANY SHALL BE RESPONSIBLE FOR MAINTAINING A LIST OF ALL REGISTERED WARRANT HOLDERS.


 


	
    

    Class A Warrant to Purchase Shares of Common Stock
	 


 


 


Dated: {Issuance Date}


 


NOCERA, INC. 


CLASS A WARRANT CERTIFICATE


 


THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, the Warrant Holder or its assigns1
(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after {Issuance Date} (the “Initial Exercise Date”) and on or prior to the close
of business on Termination Date (as defined below) but not thereafter, to subscribe for and purchase from Nocera, Inc., a Nevada corporation
(the “Company”), a number of shares as specified in the books and records of the warrant agent of Common Stock,
$0.001 par value per share, of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The
purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant
shall initially be issued and maintained in the form of a security held in book-entry form and Mountain Share Transfer, LLC, as warrant
agent, shall initially maintain the records of the registered warrant holders, subject to a Holder’s right to elect to receive
a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.


 


1.       Issuance
of Warrant; Term.


 





	 	(a)	For and in consideration of good and valuable consideration, the receipt and sufficiency of all of
which are hereby acknowledged, the Company hereby grants to the Holder the right to purchase ____________________ (__________) shares of Common
Stock.



 


		(b)	The shares of Common Stock issuable upon exercise of this Warrant are hereinafter referred to as the “Shares.”
This Warrant shall be exercisable at any time and from time to time from the date hereof until this Warrant expires at 5:00 P.M. (Eastern
time) on April 23, 2026 (the “Termination Date”).



 


 


___________________


 


1
       As maintained in the books and records
of the Warrant Agent.


 


 


 









    	 	1	 



     


    

 


		(c)	In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings defined
in this Section 1:



 


“Affiliate” means any
Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a
Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Bid Price” means,
for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted
on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market
on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common
Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted
for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d)
in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith
by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses
of which shall be paid by the Company.


 


“Business Day” means
any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions
in the State of New York are authorized or required by law or other governmental action to close.


 


“Commission” means
the United States Securities and Exchange Commission.


 


“Common Stock” means
the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter
be reclassified or changed.


 


“Common Stock Equivalents”
means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Person” means an individual
or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock
company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Registrable
Securities” means (a) the Shares, and (b) any shares of Common Stock issued or issuable with respect to any shares described
in subsection (a) above by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in
connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar
event with respect to the Common Stock (it being understood that, for purposes of this Agreement, a Person shall be deemed to be a holder
of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether
or not such acquisition has actually been effected). As to any particular Registrable Securities, such securities shall cease to be Registrable
Securities when (i) the Commission has declared a Registration Statement covering such securities
effective and such securities have been disposed of pursuant to such effective Registration Statement,
(ii) such securities are sold under circumstances in which all of the applicable conditions of Rule 144 under the Securities Act are met,
(iii) such securities become eligible for sale pursuant to Rule 144 without volume or manner-of-sale restrictions and without the requirement
for the Company to be in compliance with the current public information requirement under Rule 144(c)(1), as set forth in a written opinion
letter to such effect, addressed, delivered and reasonably acceptable to the applicable transfer agent and the holders of such securities,
(iv) such securities have ceased to be outstanding.


 


 


 






    	 	2	 



     


    

 


“Registration Statement” means a registration
statement on Form S-1, any successor form thereto, including post-effective amendments.


 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Subsidiary” means
any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired
after the date hereof.


 


“Trading Day” means
a day on which the Common Stock is traded on a Trading Market.


 


“Trading Market” means
any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE
American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any
successors to any of the foregoing).


 


“Transfer Agent” means
Mountain Share Transfer, LLC, 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA 30339, and any successor transfer agent of the Company.


 


“VWAP” means, for any
date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading
Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market
on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common
Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted
for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d)
in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith
by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses
of which shall be paid by the Company.


 


“Warrant Agent Agreement”
means that certain warrant agency agreement, dated on or about the Initial Exercise Date, between the Company and the Warrant Agent.


 


“Warrant Agent” means
the Transfer Agent and any successor warrant agent of the Company.


 


“Warrants” means this
Warrant and any replacement hereof.


 


 


 






    	 	3	 



     


    

 


		2.	Exercise of Warrant. Subject to the provisions of Section 2(e) herein, exercise of the purchase
rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on
or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail
attachment) of the Notice of Exercise in the form annexed hereto as Annex A (the “Notice of Exercise”).
Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined
in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the
shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the
cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice
of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise
be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to
the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in
which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which
the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the
total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable
hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing
the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise
within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree
that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of
Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.



 


For the avoidance of doubt, and without
limiting the rights of a Holder to utilize a cashless exercise pursuant to Section 2(c) and receive unrestricted shares, at any time during
which there is no effective registration statement for the issuance or resale of the Warrant Shares, the Company may settle a cash exercise
of the Warrant with unregistered common stock.


 


Notwithstanding the foregoing in this
Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry
form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this
Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying
with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s
right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence
shall not apply.


 


		b)	Exercise Price. The exercise price per share of Common Stock under this Warrant shall be Zero Dollars
and 50/100th ($0.50), subject to adjustment hereunder (the “Exercise Price”).



 


 


 


 


 


 


 


 


 


 


 


 






    	 	4	 



     


    

 


		c)	Cashless Exercise. If at any time after the Initial Issuance Date, there is no effective registration
statement registering, or the prospectus contained therein is not available for, the issuance of the Warrant Shares to the Holder, then
this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder
shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:



 


(A) = as applicable: (i) the VWAP on the
Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered
pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof
on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated
under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately
preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported
by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed
during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2)
hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP
on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is
both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;


 


(B) = the Exercise Price of this Warrant,
as adjusted hereunder; and


 


(X) = the number of Warrant Shares that
would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash
exercise rather than a cashless exercise.


 


If Warrant Shares are issued in such a
cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares
shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to
this Section 2(c).


 


Notwithstanding anything herein to the
contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).


 


 


 






    	 	5	 



     


    

 





	 	d)	Mechanics of Exercise.


 


		i.	Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased
hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s
balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company
is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant
Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by
physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the
number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice
of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company or the Warrant Agent of the
Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading
Days comprising the Standard Settlement Period after the delivery to the Company or the Warrant Agent of the Notice of Exercise (such
date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate
purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the Warrant Shares, and for purposes of Regulation SHO, a holder whose interest in this Warrant is a beneficial
interest in certificate(s) representing this Warrant held in book-entry form through DTC shall be deemed to have exercised its interest
in this Warrant upon instructing its broker that is a DTC participant to exercise its interest in this Warrant, provided that in such
case payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two
(2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise.
If the Company fails for any reason to deliver or cause the delivery to the Holder the Warrant Shares subject to a Notice of Exercise
by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each
$1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise),
$10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each
Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company
agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.
As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days,
on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.



 


		ii.	Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the
Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares,
deliver or cause the Warrant Agent to deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased
Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.



 


		iii.	Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the
Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.



 


 


 






    	 	6	 



     


    

 


		iv.	Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition
to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares
in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if
after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage
firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder
anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if
any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so
purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to
the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation
was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares
for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of
shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder.
For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of
the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written
notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount
of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to
timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.



 


		v.	No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall
be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon
such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to
such fraction multiplied by the Exercise Price or round up to the next whole share.



 


		vi.	Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder
for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses
shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed
by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Annex B, duly
executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer
tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all
fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day
electronic delivery of the Warrant Shares.



 


		vii.	Closing of Books. The Company will not close its stockholder books or records in any manner which
prevents the timely exercise of this Warrant, pursuant to the terms hereof.



 


 


 






    	 	7	 



     


    

 


		e)	Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant,
and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that
after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s
Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution
Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the
foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall
include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being
made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised
portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion
of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock
Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the
Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e),
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance
with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.
To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in
relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant
is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s
determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates
and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation,
and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any
group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may
rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report
filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice
by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request
of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock
then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion
or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date
as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be
4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice
to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial
Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect
to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall
continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered
to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such
limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.



 


 


 






    	 	8	 



     


    

 


	4.	Covenants and Conditions. The above provisions are subject to the following:



 


		(a)	Neither this Warrant nor the Shares have been registered under the Securities Act or any state securities
laws (“Blue Sky Laws”). This Warrant has been acquired for investment purposes and not with a view to distribution
or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective
registration statement for the Warrant under the Securities Act and all applicable Blue Sky Laws, or (ii) an opinion of counsel, which
opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities
Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel). Transfer
of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the
certificates representing the Shares shall, subject to Section 6 hereof, bear substantially the following legend:



 


“THIS WARRANT AND
THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT
AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS,
AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”


 


The Holder hereof and the Company agree
to execute all other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance
of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws.


 


		(b)	The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will,
upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes,
liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve
and keep available for issuance upon the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will
be sufficient to permit the exercise in full of this Warrant.



 


		5.	Adjustment of Exercise Price and Number of Shares Issuable. The Exercise Price and the number
of Shares (or other securities or property) issuable upon exercise of this Warrant shall be subject to adjustment from time to time upon
the occurrence of any of the events enumerated in this Section 5.



 


		(a)	Common Stock Reorganization. If the Company shall (i) subdivide or consolidate its outstanding
shares of Common Stock (or any class thereof) into a greater or smaller number of shares, (ii) pay a dividend or make a distribution on
its Common Stock (or any class thereof) in shares of its capital stock, or (iii) issue by reclassification of its Common Stock (or any
class thereof) any shares of its capital stock (any event described in clauses (i), (ii) or (iii) being called a “Common Stock Reorganization”),
then the Exercise Price and the type of securities for which this Warrant is exercisable shall be adjusted immediately so that the Holder
thereafter shall be entitled to receive upon exercise of this Warrant the aggregate number and type of securities that it would have received
if this Warrant had been exercised immediately prior to the Common Stock Reorganization.



 


		(b)	Adjustment in Number of Shares. Upon each adjustment to the Exercise Price pursuant to subsections
(a) of this Section 5, this Warrant shall thereafter evidence the right to receive upon payment of the adjusted Exercise Price that number
of Shares obtained by multiplying the number of Shares previously issuable upon exercise of this Warrant by a fraction, the numerator
of which is the Exercise Price prior to adjustment and the denominator of which is the adjusted Exercise Price.



 


 


 






    	 	9	 



     


    

 


		(c)	Capital Reorganizations. If there shall be any consolidation, merger or amalgamation of
the Company with another person or entity or any acquisition of capital stock of the Company by means of a share exchange, other than
a consolidation, merger or share exchange in which the Company is the continuing corporation or any sale or conveyance of the property
of the Company as an entirety or substantially as an entirety, or any reorganization or recapitalization of the Company (a “Capital
Reorganization”), then the Holder of this Warrant shall no longer have the right to purchase Common Stock, but shall have instead
the right to purchase, upon exercise of this Warrant, the kind and amount of shares of stock and other securities and property (including
cash) which the Holder would have owned or have been entitled to receive pursuant to the Capital Reorganization if this Warrant had been
exercised immediately prior to the effective date of the Capital Reorganization. As a condition to effecting any Capital Reorganization,
the Company or the successor or surviving corporation, as the case may be, shall assume by a supplemental agreement, satisfactory in form,
scope and substance to the Holder (which shall be mailed or delivered to the Holder of this Warrant at the last address of the Holder
appearing on the books of the Company) the obligation to deliver to the Holder shares of stock, securities, cash or property as, in accordance
with the foregoing provisions, the Holder may be entitled to purchase, and all other obligations of the Company set forth in this Warrant.



 


		(d)	Determination of Fair Market Value. Subject to the provisions set forth below, the fair
market value of the Company or of any non-cash consideration received by the Company upon any Common Stock Distribution shall be determined
in good faith by the Board of Directors of the Company. Upon each determination, the Company shall promptly give notice thereof to the
Holder, setting forth in reasonable detail the calculation of the fair market value and the method and basis of determination thereof
(the “Company Determination”). If the Holder shall disagree with the Company Determination and shall, by notice to
the Company given within thirty (30) days after the Company’s notice of the Company Determination, elect to dispute the Company
Determination, the Company shall, within thirty (30) days after receipt of the notice, engage an investment bank or other qualified appraisal
firm acceptable to the Holder to make an independent determination of the fair market value of the Company or of any non-cash consideration
received by the Company upon any Common Stock Distribution (the “Appraiser Determination”). The Appraiser Determination shall
be final and binding on the Company and the Holder. The cost of the Appraiser Determination shall be borne by the Company.



 


		(e)	Adjustment Rules. Any adjustments pursuant to this Section 5 shall be made successively
whenever an event referred to herein shall occur. No adjustment shall be made pursuant to this Section 5 in respect of the issuance from
time to time of shares of Common Stock upon the exercise of this Warrant or upon the exercise or conversion of any other Option Securities
or Convertible Securities.



 


		(f)	Proceedings Prior to Any Action Requiring Adjustment. As a condition precedent to the taking
of any action which would require an adjustment pursuant to this Section 5, the Company shall take any action which may be necessary,
including obtaining regulatory approvals or exemptions, in order that the Company may thereafter validly and legally issue as fully paid
and nonassessable all shares of Common Stock which the Holder of this Warrant is entitled to receive upon exercise thereof.



 


		(g)	Notice of Adjustment. Not less than ten (10) days prior to the record date or effective
date, as the case may be, of any action which requires or might require an adjustment or readjustment pursuant to this Section 5, the
Company shall give notice to the Holder of the event, describing the event in reasonable detail and specifying the record date or effective
date, as the case may be, and, if determinable, the required adjustment and the computation hereof. If the required adjustment is not
determinable at the time of the notice, the Company shall give notice to the Holder of the adjustment and computation promptly after the
adjustment becomes determinable.



 


 


 






    	 	10	 



     


    

 


		6.	Transfer of Warrant. Subject to the provisions of Section 4 hereof, this Warrant may be
transferred, in whole or in part, to any person or business entity, by presentation of the Warrant to the Company with written instructions
for the transfer. Upon the presentation for transfer, the Company shall promptly execute and deliver a new Warrant or Warrants in the
form hereof in the name of the assignee or assignees and in the denominations specified in the instructions. The Company shall pay all
expenses incurred by it in connection with the preparation, issuance and delivery of Warrants under this Section. Any transferee of this
Warrant by acceptance thereof, agrees to be bound by all of the terms and conditions of this Warrant.



 


		7.	Warrant Holder Not Shareholder; Rights Offering; Preemptive Rights. Except as otherwise
provided herein, this Warrant does not confer upon the Holder any right whatsoever as a shareholder of the Company. Notwithstanding the
foregoing, if the Company should offer to all of the Company’s shareholders the right to purchase any securities of the Company,
then all shares of Common Stock that are subject to this Warrant shall be deemed to be outstanding and owned by the Holder and the Holder
shall be entitled to participate in the offer. The Company shall not grant any preemptive rights with respect to any of its capital stock
if the preemptive rights are exercisable upon exercise of this Warrant.



 





		8.	Basic Financial Information. The Company will deliver to Holder:



 


		(a)	As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety
(90) days thereafter, a consolidated balance sheet of the Company as at the end of such fiscal year, and consolidated statements of operations,
cash flow and changes in equity of the Company for such year, prepared in accordance with GAAP consistently applied and setting forth
in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited and reported on by independent
public accountants of recognized national standing selected by the Company.



 


		(b)	From the date the Company becomes subject to the reporting requirements of the Exchange Act, and in lieu
of the financial information required pursuant to Section 8(a), copies of its annual reports and all exhibits thereto and its quarterly
reports, if any, respectively,



 


		(c)	As soon as practicable after transmission or occurrence and in any event within ten (10) days thereof,
copies of any financial reports or communications (exclusive of reports or communications relating to the practice of medicine) delivered
to any class of the Company’s security Holders or broadly to the financial community, including any filings by the Company with
any securities exchange, the Commission or the National Association of Securities Dealers.



 


		(d)	with reasonable promptness, any other financial data as the Holder may reasonably request.



 


		9.	Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost, stolen, mutilated
or destroyed, the Company may, on such terms as to indemnity or otherwise as it may in its discretion reasonably impose (which shall,
in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as the Warrant
so lost, stolen, mutilated or destroyed. Any such new Warrant shall represent the original contractual obligation of the Company, whether
or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.



 


 


 






    	 	11	 



     


    

 


		10.	Registration Rights. 



 


		a)	Piggy Back Registration Rights. In the event that the Company files a Registration Statement
with the SEC, the Investor may make a written request (the “Piggy-Back Request”) that the Company include in the proposed
registration all, or a portion, of the Registrable Securities owned by the Investor. The Company will use its commercially reasonable
efforts to include in any Registration Statement all Registrable Securities which the Company has been requested to register pursuant
to any timely Piggy-Back Request to the extent required to permit the disposition (in accordance with the intended methods thereof as
aforesaid) of the Registrable Securities so to be registered. The expenses of the registration shall be paid by the Company.



 


		b)	Demand Registration Rights: The Company hereby agrees that the Investor shall have the right
to demand that the Company file with the Commission a Registration Statement covering the Registrable Securities. The Company agrees that
the Registration Statement shall be filed no later than ten (10) Business Days following the Company’s next quarterly or annual
report with the SEC, provided that the Holder provides the Company with such demand for registration at least a thirty (30) days prior
to the end the nearest fiscal quarter. The expenses of the registration shall be paid by the Company.



 


		c)	Failure to File Registration Statement: The Company hereby agrees that in the event it either
refuses to file or fails to file the registration statement specified in this Section 10, then the Investor shall be due liquidated damages
in the amount of the greater of i) One Million Dollars ($1,000,000) or ii) the combined market value of the common shares held by the
Investor, plus the market value of the shares from the unexercised warrants minus the value of the exercise price.



 


		d)	Exception. Notwithstanding the foregoing, the Company shall not be obligated to effect any
Registration Statement within ninety (90) days after the effective date of a previous Registration Statement in which holders of Registrable
Securities were permitted to register the offer and sale under the Securities Act, and actually sold, at least 50% of shares of Registrable
Securities requested to be included therein.



 


		e)	Participation in Underwritten Registrations. No Holder may participate in any registration hereunder
which is underwritten unless such Holder (a) agrees to sell such Holder’s securities on the basis provided in any underwriting arrangements
approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers
of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.



 


		11.	Certain Notices. In case at any time the Company shall propose to:



 


		(a)	declare any cash dividend upon its Common Stock;



 


		(b)	declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution
to the Holders of its Common Stock;



 


		(c)	offer for subscription to the Holders of any of its Common Stock any additional shares of stock in any
class or other rights;



 


		(d)	reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine
with, or sell all or substantially all of its assets to, another corporation; or



 


		(e)	voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company;



 


 


 






    	 	12	 



     


    

 


then in any one or more of these events, the Company
shall give to the Holder, by certified or registered mail, (i) at least twenty (20) days’ prior written notice of the date on which
the books of the Company shall close or a record shall be taken for the dividend, distribution or subscription rights or for determining
rights to vote in respect of any reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up,
and (ii) in the case of the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at
least twenty (20) days’ prior written notice of the date when the same shall take place. Any notice required by clause (i) shall
also specify, in the case of any dividend, distribution or subscription rights, the date on which the Holders of Common Stock shall be
entitled thereto, and any notice required by clause (ii) shall specify the date on which the Holders of Common Stock shall be entitled
to exchange their Common Stock for securities or other property deliverable upon the reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding up, as the case may be.


 


		13.	Redemption. This Warrant shall be redeemable by the Company at $0.01 per share remaining
subject hereto after 20 Business Days’ written notice if the price of the Common Stock closes above $1.00, subject to adjustment
in the event of stock splits, for 20 consecutive trading days and provided that the Company then has in effect an effective registration
statement with respect to the shares of Common Stock issuable upon exercises of this Warrant.



 


		14.	Successor and Assigns. This Warrant and the rights evidenced hereby shall be binding
upon and shall inure to the benefit of the parties hereto and the successors of the Company and the successors and permitted assigns of
the Holder. Such successors and/or permitted assigns of the Holder shall be deemed to be a Holder for all purposes hereunder.



 


		15.	Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company
and the Holder and their respective successors and, in the case of the Holder, permitted assigns and nothing herein, express or implied,
is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or
by reason of this Warrant.



 


		16.	Headings. The headings in this Warrant are for reference only and shall not affect
the interpretation of this Warrant.



 


		17.	Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant may
only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or
the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.
No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified
by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to
exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed
as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or privilege.



 


		18.	Severability. If any term or provision of this Warrant is invalid, illegal or
unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Warrant or
invalidate or render unenforceable such term or provision in any other jurisdiction.



 


		19.	Governing Law. This Warrant shall be governed by and construed in accordance with
the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State
of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New
York.



 


 


 






    	 	13	 



     


    

 


		20.	Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based
upon this Warrant or the transactions contemplated hereby may be instituted in the federal courts of the United States of America
or the courts of the State of New York in each case located in the city of New York, and County of New York, and each party irrevocably
submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other
document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any
suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying
of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court
that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.



 


		21.	Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may
arise under this Warrant is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and
unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Warrant or
the transactions contemplated hereby.



 


		22.	Counterparts. This Warrant may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Warrant delivered
by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original
signed copy of this Warrant.



 


		23.	No Strict Construction. This Warrant shall be construed without regard to any
presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be
drafted.



 


 


[SIGNATURE PAGE FOLLOWS]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	14	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Warrant as of the date first above written.


 


	 	
    NOCERA, INC.

    

	 	 
	 	
    By: _____________________

    Name: Yin-Chieh Cheng

    Title: President



 


	
    Accepted and agreed,

     

	
    {Holder Name}

     
	 
	
    By: _____________________

    Name:

    Title:
	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	15	 



     


    

 


Annex A


 


NOTICE OF EXERCISE


 


TO: NOCERA, INC.


 


(1) The undersigned hereby elects
to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders
herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2) Payment shall take the form
of (check applicable box):


 


[_] in lawful money of the
United States; or


 


[_] if permitted the cancellation
of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant
with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).


 


(3) Please register and issue
said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


	 	 	 


 


The Warrant Shares shall be delivered to the following DWAC Account
Number or by physical delivery of a certificate to:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


(4) Accredited Investor.
If the Warrant is being exercised via cash exercise, the undersigned is an “accredited investor,” as defined in Regulation
D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or a non-U.S. Person, as defined under
Regulation S promulgated under the Securities Act.


 


[SIGNATURE OF HOLDER]


 


	Name of Investing Entity:	 
	Signature of Authorized Signatory of Investing Entity:	 
	Name of Authorized Signatory:	 
	Title of Authorized Signatory:	 
	Date:	 


 


 


 






    	 	16	 



     


    

 


ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute


this form and supply required information.


Do not use this form to exercise the warrant.)


 


FOR VALUE RECEIVED, [____] all
of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


_______________________________________________ whose address is


 


_______________________________________________________________.


 


 


 


_______________________________________________________________


 


Dated: ______________, _______


 


	Holder’s Signature:	 	 
	 	 	 
	Holder’s Address:	 	 
	 	 	 
	 	 	 


 


NOTE: The signature to this Assignment Form must
correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers
of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the
foregoing Warrant.


 


 


 


 


 


 


 


 


 


 






    	 	17