Exhibit 4.2


 


WARRANT AGREEMENT


 


This Warrant Agreement
(this “Agreement”) is made as of _________ __, 2015 between Sole Elite Group Limited, a Cayman Islands corporation,
with offices at Wuli Industrial Park, Jinjiang, Fujian Province 3633000, PRC (“Company”), and Continental Stock
Transfer & Trust Company LLC, with offices at 17 Battery Place, New York, NY 10004 (“Warrant Agent”).


 


WHEREAS, the Company
is engaged in a public offering (“Offering”) of up to 2,300,000 ordinary shares of the Company, par value $0.001
per share (“Ordinary Shares”) and Ordinary Share Purchase Warrants (“Warrants”), each of
such Warrants evidencing the right of the holder (each, a “Holder”) thereof to purchase one Ordinary Share for
$____, subject to adjustment as described herein, and, in connection therewith, the Company has determined to issue and deliver
Warrants to purchase up to 2,300,000 Ordinary Shares (the “Warrant Shares”) to the investors in the Offering;
and


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission a Registration Statement, No. 333-204569 on Form F-1 (“Registration
Statement”) for the registration, under the Securities Act of 1933, as amended (“Act”) of, among other
securities, the Warrants and the Warrant Shares; and


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption, replacement and exercise of the Warrants and, in the Warrant Agent’s capacity
as the Company’s transfer agent, deliver the Warrant Shares; and


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the Holders; and


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Agreement.


 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


 


1.           CERTAIN
DEFINITIONS.


 


“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.


 


“Ordinary
Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the Holder to acquire
at any time Ordinary Shares, 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 to receive, Ordinary
Shares.


 




     


     


    

 


“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.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading
on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then
listed or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest
preceding date) on the Trading Market on which the Ordinary Shares are 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 the Ordinary Shares are not then
listed or quoted for trading on a Trading Market and if prices for the Ordinary Shares are then reported in the "Pink Sheets"
published by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the
most recent bid price per Ordinary Shares so reported or (c) in all other cases, the fair market value of an Ordinary Share
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
Certificate” means a certificate in substantially the form attached as Exhibit A hereto representing such number
of Warrant Shares as is indicated on the face thereof, provided that any reference to the delivery of a Warrant Certificate in
this Agreement shall include delivery of notice from the Depository or a Participant (each as defined below) of the transfer or
exercise of Warrant in the form of a Book-Entry Warrant Certificate (as defined below).


 




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2.            APPOINTMENT
OF WARRANT AGENT. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this
Agreement.


 


3.            WARRANTS.


 


3.1           BOOK-ENTRY
WARRANT CERTIFICATES. The Warrants shall be issuable in book entry (the “Book-Entry Warrant Certificates”).
All of the Warrants shall initially be represented by one or more Book-Entry Warrant Certificates deposited with the Depository
Trust Company (“Depository”) and registered in the name of [____, a nominee of the Depository. Ownership of
beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained
by (i) the Depository or its nominee for each Book-Entry Warrant Certificate or (ii) institutions that have accounts with the Depository
(such institution, with respect to a Warrant in its account, a “Participant”).If the Depository subsequently
ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding
other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary
to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository to deliver
to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to
deliver to each Holder a Warrant Certificate.


 


3.2           EFFECT
OF COUNTERSIGNATURE. The Warrant Certificates shall be executed on behalf of the Company by its Chairman, its President or a Vice
President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof
which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The
Warrant Certificates shall be countersigned by the Warrant Agent either manually or facsimile signature and shall not be valid
for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates
shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company,
such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and
effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant
Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate,
shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement
any such person was not such an officer.


 




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3.3.         REGISTRATION.


 


3.3.1           WARRANT
REGISTER. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and
register the Warrants in the names of the respective Holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by the Company.


 


3.3.2           REGISTERED
HOLDER. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant shall be registered upon the Warrant Register (“registered holder”), as
the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise
thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


4.            TERMS
AND EXERCISE OF WARRANTS


 


4.1          WARRANT
PRICE. Each Warrant shall, when countersigned by the Warrant Agent, entitle the registered Holder, subject to the provisions of
such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of
$___ per whole share, subject to the adjustments provided in Section 5 hereof and in the last sentence of this Section 4.1. The
term “Exercise Price” as used in this Agreement refers to the price per share at which Ordinary Shares may be
purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Exercise Price at any time prior
to the Expiration Date, provided that any such reduction shall be identical in percentage terms among all of the Warrants, and
provided, further, that any reduction in Exercise Price must remain in effect for at least ten (10) business days.


 


4.2          DURATION
OF WARRANTS. A Warrant may be exercised only during the period (“Exercise Period”) commencing on _______, 2015
(the “Initial Exercise Date”), and terminating at 5:00 p.m., New York City time on _______, 2018 (“Expiration
Date”). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and
all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in
its sole discretion may extend the duration of the Warrants by delaying the Expiration Date.


 


4.3          EXERCISE
OF WARRANTS.


 


4.3.1           PAYMENT.
Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised
by the registered Holder by surrendering the Exercise Notice at the office of the Warrant Agent, or at the office of its successor
as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant,
duly executed, provided that the Holder shall pay the Exercise Price in full, in lawful money of the United States, in cash, good
certified check or good bank draft payable to the order of the Company (or as otherwise agreed to by the Company) within 3 Business
Days of delivery of the Exercise Notice. This Warrant shall be deemed to be exercised at the time the Exercise Notice is surrendered
to the Warrant Agent.


 




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4.3.2        CASHLESS
EXERCISE. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained
therein is not available for the issuance of the Warrant Shares to the Holders without a restrictive legend, then the Warrants
may also be exercised, in whole or in part, at such time by means of a "cashless exercise" in which the Holders shall
be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by
(A), where:


 


(A) = the
VWAP on the Business Day immediately preceding the date on which a Holder elects to exercise the Warrant by means of a "cashless
exercise," as set forth in the applicable Exercise Notice;


 


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


 


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


 


Upon receipt
of an Exercise Notice for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Exercise Notice to the Company
to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit
to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares
issuable in connection with the cashless exercise.


 


4.3.3        ISSUANCE
OF CERTIFICATES. Upon receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date, with the executed
Exercise Notice, accompanied by payment of the Exercise Price for the shares to be purchased and an amount equal to any applicable
tax, governmental charge or expense reimbursement referred to in Section 6 in cash, or by certified check or bank draft payable
to the order of the Company (or, in the case of the Holder of a Book-Entry Warrant Certificate, the delivery of the executed Exercise
Notice and the payment of the Exercise Price and any other applicable amounts as set forth herein), the Warrant Agent shall use
reasonable efforts to cause the Warrant Shares to be delivered within three (3) Business Days of the delivery of the executed Exercise
Notice (such date, the “Warrant Share Delivery Date”) registered in such name or names as may be designated
by such Holder, provided that the Warrant Agent shall not be liable to the Company or the Holder for any damages arising out of
the failure to deliver the Warrant Shares by any specified date. If the Holder has not received delivery of a certificate or certificates
representing the Warrant Shares (or a credit to the account of the Holder's prime broker through the DWAC system (as below defined))
by the Warrant Share Delivery Date, the Holder will have the right to rescind the exercise of the Warrant at any time after the
Warrant Share Delivery Date and prior to delivery of the Warrant Shares (or a credit to the account of the Holder's prime broker
through the DWAC system). Notwithstanding the foregoing, if the Company is then a participant in the Depository Trust Company Deposit
or Withdrawal at Custodian system (“DWAC”) system of the Depository and either (A) there is an effective registration
statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being
exercised via cashless exercise, the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by
crediting the account of the Holder's prime broker with the Depository through its DWAC system.


 




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4.3.4           BUY-IN.
In addition to any other rights available to a Holder, if such Holder has not received a certificate or the certificates representing
the Warrant Shares (or a credit to the account of the Holder's prime broker through the DWAC system) pursuant to an exercise on
or before the Warrant Share Delivery Date, and if after such date such Holder is required by its broker to purchase (in an open
market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Ordinary Shares 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 Ordinary Shares 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 such 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 Ordinary Shares that would have been issued
had the Company timely complied with its exercise and delivery obligations hereunder.


 




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4.3.5           HOLDER’S
EXERCISE LIMITATIONS. The Company shall not effect any exercise of the Warrant, and a Holder shall not have the right to exercise
any portion of the Warrant, pursuant to Section 4 or otherwise, to the extent that after giving effect to such issuance after exercise
as set forth on the applicable Exercise Notice, the Holder (together with the Holder’s Affiliates, as defined herein, and
any other Person acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in
excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of Ordinary
Shares beneficially owned by the Holder and its Affiliates shall include the number of Ordinary Shares issuable upon exercise of
the Warrant with respect to which such determination is being made, but shall exclude the number of Ordinary Shares which would
be issuable upon (i) exercise of the remaining, non-exercised portion of the Warrant beneficially owned by the Holder or any of
its Affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company
(including, without limitation, any other Ordinary Share 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.  Except as set forth in the
preceding sentence, for purposes of this Section 4.3.5, beneficial ownership shall be calculated in accordance with Section 13(d)
of 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 4.3.5 applies, the determination of whether the Warrant is exercisable (in relation to other securities owned by
the Holder together with any Affiliates) and of which portion of the Warrant is exercisable shall be in the sole discretion of
the Holder, and the submission of a Exercise Notice shall be deemed to be the Holder’s determination of whether the Warrant
is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of the Warrant
is exercisable, in each case subject to the Beneficial Ownership Limitation, and neither the Company nor the Warrant Agent shall
have any 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 4.3.5, in determining the number of outstanding Ordinary Shares, a Holder may rely on
the number of outstanding Ordinary Shares 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 Ordinary Shares outstanding.  Upon the written or oral request
of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of Ordinary Shares
then outstanding.  In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion
or exercise of securities of the Company, including the Warrant, by the Holder or its Affiliates since the date as of which such
number of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of
the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise
of the Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 4.3.5 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 the Warrant.


 




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4.3.6           VALID
ISSUANCE. All Ordinary Shares issued upon the proper exercise of a Warrant
in conformity with this Agreement shall be validly issued, fully paid and non-assessable.


 


4.3.7           DATE
OF ISSUANCE. Each person in whose name any such certificate for Ordinary Shares is issued shall for all purposes be deemed to have
become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Exercise Price was
made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date
when the share transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at
the close of business on the next succeeding date on which the share transfer books are open.


 


5.           ADJUSTMENTS.


 


5.1           SHARE
DIVIDENDS - SPLIT-UPS. If the Company, at any time while the Warrants are outstanding: (i) pays a share dividend or otherwise makes
a distribution or distributions on its Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary
Shares (which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant),
(ii) subdivides outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse share split)
outstanding Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of Ordinary Shares any shares of
capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall
be the number of Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the
denominator shall be the number of Ordinary Shares outstanding immediately after such event, and the number of shares issuable
upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain
unchanged. Any adjustment made pursuant to this Section 5.1 shall become effective immediately after the record date for the determination
of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date
in the case of a subdivision, combination or re-classification


 




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5.2           FUNDAMENTAL
TRANSACTION. If, at any time while the Warrants are outstanding, (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 are 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, spin-off or scheme of arrangement) 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) (each a “Fundamental Transaction”), then, upon any subsequent
exercise of the Warrants, the Holders shall have the right to receive, for each Warrant Share that would have been issuable upon
such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of each Holder (without regard
to any limitation in Section 4.3.5 on the exercise of this Warrant), the number of Ordinary Shares of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which such Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 4.3.5 on the exercise of the Warrant).
If holders of Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction,
then each Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of such Holder’s
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 Agreement pursuant to written agreements and shall, at the option of such Holder, deliver to such Holder in
exchange for the Holder’s Warrant a security of the Successor Entity evidenced by a written instrument substantially similar
in form and substance to such 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 such Holder’s
Warrant (without regard to any limitations on the exercise of the Warrants) 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 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 Agreement 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 Agreement with the same effect as if
such Successor Entity had been named as the Company herein.


 




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5.3           NOTICES
OF CHANGES IN WARRANT. Upon every adjustment of the Exercise Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price resulting from
such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon
the occurrence of any event specified in this Section 5, then, in any such event, the Company shall give written notice to the
Warrant Holder, at the last address set forth for such Holder in the warrant register, of the record date or the effective date
of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


5.4           NO
FRACTIONAL SHARES. Notwithstanding any provision contained in the Warrant Agreement to the contrary, the Company shall not issue
fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 5, the Holder of any
Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon
such exercise, round up to the nearest whole number the number of Ordinary Shares to be issued to the Warrant Holder.


 


5.5           FORM
OF WARRANT. The form of Warrant need not be changed because of any adjustment pursuant to this Section 5, and Warrants issued after
such adjustment may state the same Exercise Price and the same number of shares as is stated in the Warrants initially issued pursuant
to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Warrant that the
Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned,
whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


5.6           NOTICE
OF CERTAIN TRANSACTIONS. In the event that the Company shall propose to (a) offer the holders of its Ordinary Shares rights to
subscribe for or to purchase any securities convertible into Ordinary Shares or any other securities, rights or options, (b) issue
any rights, options or warrants entitling the holders of Ordinary Shares to subscribe for Ordinary Shares or (c) make a tender
offer or exchange offer with respect to the Ordinary Shares, the Company shall send to the Holders a notice of such proposed action
or offer. Such notice shall be mailed to the registered holders at their addresses as they appear in the warrant Register, which
shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is
to take place and the date of participation therein by the holders of Ordinary Shares, if any such date is to be fixed, and shall
briefly indicate the effect of such action on the Ordinary Shares and on the number and kind of any other shares of stock and on
other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant
to Section 5 which would be required as a result of such action. Such notice shall be given as promptly as practicable after the
Board has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, if practicable,
at least 10 days prior to the record date for determining the holders of the Ordinary Shares for purposes of such action or (y)
in the case of any other such action, if practicable, at least 20 days prior to the date of the taking of such proposed action
or the date of participation therein by the holders of Ordinary Shares, whichever shall be the earlier.


 




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5.7           OTHER
EVENTS. If any event occurs as to which the foregoing provisions of this Section 5 are not strictly applicable or, if strictly
applicable, would not, in the good faith judgment of the Board, fairly and adequately protect the purchase rights of the registered
Holders in accordance with the essential intent and principles of such provisions, then the Board shall make such adjustments in
the application of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary,
in the good faith opinion of the Board, to protect such purchase rights as aforesaid.


 


6.           TRANSFER
AND EXCHANGE OF WARRANTS.


 


6.1           REGISTRATION
OF TRANSFER. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,
upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued
and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon request.


 


6.2           PROCEDURE
FOR SURRENDER OF WARRANTS. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer,
and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the registered Holder
so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered
for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor
until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating
whether the new Warrants must also bear a restrictive legend.


 


6.3           FRACTIONAL
WARRANTS. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance
of a warrant certificate for a fraction of a warrant.


 


6.4           SERVICE
CHARGES. No service charge shall be made to the Holder for any exchange or registration of transfer of Warrants.


 




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6.5           WARRANT
EXECUTION AND COUNTERSIGNATURE. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms
of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 6, and the Company, whenever required
by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


7.            RESERVED.


 


8.            OTHER
PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS.


 


8.1           NO
RIGHTS AS SHAREHOLDER. A Warrant does not entitle the registered Holder to any of the rights of a shareholder of the Company, including,
without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent
or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or
any other matter.


 


8.2           LOST,
STOLEN, MUTILATED, OR DESTROYED WARRANTS. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


8.3           RESERVATION
OF ORDINARY SHARE. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares
that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


8.4           REGISTRATION
OF ORDINARY SHARES. The Company will use its best efforts to maintain the effectiveness of the Registration Statement until the
expiration of the Warrants in accordance with the provisions of this Agreement.


 


9.            CONCERNING
THE WARRANT AGENT AND OTHER MATTERS.


 


9.1           PAYMENT
OF TAXES. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of Warrants, but the Company shall not be obligated
to pay any transfer taxes in respect of the Warrants or such shares.


 




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9.2          RESIGNATION,
CONSOLIDATION, OR MERGER OF WARRANT AGENT.


 


9.2.1           APPOINTMENT
OF SUCCESSOR WARRANT AGENT. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days' notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after
it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the Holder of the Warrant (who shall,
with such notice, submit his Warrant for inspection by the Company), then the Holder of any Warrant may apply to the Supreme Court
of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company's cost. Any
successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under
the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State
of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal
or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities,
duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without
any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers,
and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make,
execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to
such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


9.2.2           NOTICE
OF SUCCESSOR WARRANT AGENT. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to
the predecessor Warrant Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.


 


9.2.3           MERGER
OR CONSOLIDATION OF WARRANT AGENT. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.


 




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9.3          FEES
AND EXPENSES OF WARRANT AGENT.


 


9.3.1           REMUNERATION.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse
the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


9.3.2           FURTHER
ASSURANCES. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for
the carrying out or performing of the provisions of this Agreement.


 


9.4          LIABILITY
OF WARRANT AGENT.


 


9.4.1           RELIANCE
ON COMPANY STATEMENT. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the President or Chairman of the Board of the Company and delivered to the Warrant
Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.


 


9.4.2           INDEMNITY.
The Warrant Agent shall be liable hereunder only for its own negligence, willful misconduct or bad faith. The Company agrees to
indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent's
negligence, willful misconduct, or bad faith.


 


9.4.3           EXCLUSIONS.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required
under the provisions of Section 5 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant
or as to whether any Ordinary Shares will when issued be valid and fully paid and nonassessable.


 


9.5           ACCEPTANCE
OF AGENCY. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms
and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised
and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of Ordinary Shares
through the exercise of Warrants.


 




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10.          MISCELLANEOUS
PROVISIONS.


 


10.1         SUCCESSORS.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns.


 


10.2         NOTICES.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the Holder of any Warrant
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Company with the Warrant Agent) to the address set forth on the signature page of the Company.


 


Any notice, statement or demand
authorized by this Agreement to be given or made by the Holder of any Warrant or by the Company to or on the Warrant Agent shall
be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service
within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant
Agent with the Company) to address set forth on the signature page of the Warrant Agent.


 


10.3         APPLICABLE
LAW. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders,
partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New
York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of
New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any action, suit or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper
or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action or
proceeding to enforce any provisions of this Agreement, then the prevailing party in such action, suit or proceeding shall be reimbursed
by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.


 




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10.4         PERSONS
HAVING RIGHTS UNDER THIS AGREEMENT. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto
and the registered Holders. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall
be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the registered Holders.


 


10.5         EXAMINATION
OF THE WARRANT AGREEMENT. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent
in the Borough of Manhattan, City and State of New York, for inspection by the registered Holder of any Warrant. The Warrant Agent
may require any such Holder to submit his Warrant for inspection by it.


 


10.6         COUNTERPARTS.
This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and the same instrument.


 


10.7         EFFECT
OF HEADINGS. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation
thereof.


 


10.8         AMENDMENTS.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions
with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including any amendment
to increase the Exercise Price or shorten the Exercise Period, shall require the written consent of each of the Company and the
Registered Holders of at Warrants exercisable for at least 51% of the Warrant Shares issuable upon exercise of all then outstanding
Warrants. Notwithstanding the foregoing, the Company may lower the Exercise Price or extend the duration of the Exercise Period
in accordance with Sections 4.1 and 4.2, respectively, without such consent.


 


10.9         SEVERABILITY.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


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IN WITNESS WHEREOF, this
Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	Attest:	 	SOLE ELITE GROUP LIMITED
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	Address for Notice:	 	 	 
	 	 	 
	 	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY LLC
	 	 	 	 
	Attest:	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	Address for Notice:	 	 	 


 




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