Exhibit 4.3


 


Form of Underwriter’s Warrant


 


THE
REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD
OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE date of commencement of sales of the offering PURSUANT TO THE REGISTRATION STATEMENT
NO.: 333-235727 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION: (A) SELL,
TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF NETWORK 1 FINANCAL SECURITIES,
INC, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E)(1),
AND (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE,
PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER,
EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2).


 


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


 


CLASS A ORDINARY SHARES PURCHASE WARRANT


 


For the Purchase of [●] Class A Ordinary
Shares


 


of


 


TIAN RUIXIANG Holdings Ltd.


 


1.       Purchase
Warrant. THIS CLASS A ORDINARY SHARES PURCHASE WARRANT (this “Purchase Warrant”) certifies that, pursuant
to that certain Underwriting Agreement by and between Tian Ruixiang Holdings Ltd., a Cayman Islands exempted company (the “Company”)
and Network 1 Financial Securities, Inc. (“Network 1”), dated [●], 2021 (the “Underwriting Agreement”),
Network 1 (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of
this Purchase Warrant, is entitled, at any time or from time to time from [●], 20[●]
(the “Exercise Date”) [THE DATE THAT IS 180 DAYS AFTER THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING],
and at or before 5:00 p.m., Eastern time, [●], 20[●] [DATE THAT IS THREE YEARS FROM THE DATE COMMENCEMENT OF SALES
OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in
whole or in part, up to [●] Class A Ordinary Shares of the Company, par value $0.001 per share (the “Shares”)1,
subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions
are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which
is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration
Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially
exercisable at $[●] per Share (125% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence
of any of the events specified in Section 5 hereof, the rights granted by this Purchase Warrant, including the
exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The
term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the
context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement.


 


2.       Exercise.


 


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


 


 


		1	9% of the number of Class A Ordinary Shares sold in the
Offering, not including shares sold pursuant to the exercise by the Underwriter of the over-allotment option.



 






     


     


    

 





2.2       Cashless
Exercise. In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company pursuant
to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant
(or the portion thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the Exercise Form,
in which event the Company shall issue to Holder, Shares in accordance with the following formula:


 


	 	 	X   =	Y(A – B) 	 
	 	 	 	A	 


 


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


Y   =    The
number of Shares that would be issuable upon exercise of this Purchase Warrant in accordance with the terms of this Purchase Warrant
if such exercise were by means of a cash exercise rather than a cashless exercise;


 


A   =    The fair
market value of one Share; and


 


B   =    The Exercise
Price of this Purchase Warrant, as adjusted hereunder.


 


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


 


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


 


(ii)       if
the Company’s Class A Ordinary Shares are quoted over-the-counter, the value shall be deemed to be the last sale price on
the trading day immediately prior to the Exercise Form being submitted in connection with the exercise of the Purchase Warrant;
or


 


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


 


2.3       Legend.
Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities
have been registered under the Securities Act of 1933, as amended (the “Act”):


 


“The securities represented
by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable
state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred except pursuant
to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable
state law which, in the opinion of counsel to the Company, is available.”


 


3.       Transfer.


 


3.1       General
Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder
will not for a period of one hundred eighty (180) days following the date of commencement of sales of the offering: (a) sell, transfer,
assign, pledge or hypothecate this Purchase Warrant to anyone other than: (i) Network 1 or a selected dealer participating in the
Offering contemplated by the Underwriting Agreement, or (ii) bona fide officers or partners of Network 1, each of whom shall have
agreed to the restrictions contained herein, in accordance with FINRA Rule 5110(e)(1), and (b) cause this Purchase Warrant
or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would
result in the effective economic disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA
Rule 5110(e)(2). On and after that date that is one hundred eighty (180) days after the date of commencement of sales of the offering
, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any
permitted assignment, the Holder must deliver to the Company the assignment form attached hereto as Exhibit B
duly executed and completed, together with this Purchase Warrant and payment of all transfer taxes, if any, payable in connection
therewith. The Company shall within five (5) Business Days transfer this Purchase Warrant on the books of the Company and shall
execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing
the right to purchase the aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated
by any such assignment.


 






     


     


    




 


3.2       Restrictions
Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company
has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration
under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of
the Company, (ii) a Registration Statement relating to the offer and sale of such securities that includes a current prospectus
has been filed and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance
with applicable state securities law has been established.


 


4.       New
Purchase Warrants to be Issued.


 


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


 


4.2       Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver
a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.


 


5.       Adjustments.


 


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


 


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


 


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


 


5.1.3       Replacement
of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than
a change covered by Section 5.1.1 or Section 5.1.2 hereof or that solely affects the par
value of such Shares, or in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another
corporation (other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation
and that does not result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance
to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with
which the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the
right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable
hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution
following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase
Warrant immediately prior to such event; and if any reclassification also results in a change in Shares covered by Section
5.1.1 or Section 5.1.2, then such adjustment shall be made pursuant to Section 5.1.1, Section
5.1.2 and this Section 5.1.3. The provisions of this Section 5.1.3 shall similarly apply
to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.


 







     


     


    

 





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


 


5.2       Substitute
Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company
with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in
any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction
or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase
Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant)
to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable
upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such
Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale
or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided
for in this Section 5. The above provision of this Section 5 shall similarly apply to successive consolidations
or share reconstructions or amalgamations.


 


5.3       Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the
exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being
the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may
be, to the nearest whole number of Shares or other securities, properties or rights.


 


6.       Registration
Rights. The Company has filed the Registration Statement with the Commission, which has been declared effective on Form F-1
(File No. 333-235727), and registers the underlying Shares of the Purchase Warrant(s) granted to the Holder(s) in connection to
the Offering, under the terms of the Underwriting Agreement.


 


6.1       Demand
Registration.


 


6.1.1       Grant
of Right. Unless all of the Registrable Securities (defined as below) are included in an effective registration statement with
a current prospectus, the Company, upon written demand (“Demand Notice”) of the Holder(s) of at least 51% of
the Underwriter’s Warrants and/or the underlying securities (“Majority Holder(s)”), agrees to register
on two occasions, all or any portion of the remaining Class A Ordinary Shares (collectively, the “Registrable Securities”)
as requested by the Majority Holder(s) in the Demand Notice, provided that no such registration will be required unless the Holders
request registration of an aggregate of at least 51% of the outstanding Registrable Securities. On such occasion, the Company will
file a new registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities
within sixty (60) days after receipt of the Demand Notice and use its best efforts to have such registration statement or post-effective
amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time after one (1)
year from the date of effectiveness of the Registration Statement, but no later than three (3) years from the effective date of
the Registration Statement. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any
Holder(s) to all other registered Holders of the Underwriter’s Warrants and/or the Registrable Securities within ten (10)
days from the date of the receipt of any such Demand Notice, who shall have five days from the receipt of such Notice in which
to notify the Company of their desire to have their Registrable Securities included in the Registration Statement.


 







     


     


    




 


6.1.2       Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities upon the first Demand Notice,
including the reasonable expenses of any legal counsel selected by the Holders to represent them in connection with the sale of
the Registrable Securities, but the Holders shall pay any and all underwriting commissions, if any. The Holders shall bear all
fees and expenses attendant to registering the Registrable Securities upon the second Demand Notice. The Company agrees to use
its commercially reasonable efforts to qualify or register the Registrable Securities in such States as are reasonably requested
by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities
in a State in which such registration would cause (i) the Company to be obligated to qualify to do business in such State or execute
a general consent to service of process, or would subject the Company to taxation as a foreign corporation doing business in such
jurisdiction or (ii) the principal shareholders of the Company to be obligated to escrow their shares of capital stock of the Company.
The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand rights granted under
Section 6.1.1 to remain effective for a period of twelve (12) consecutive months from the effective date of such registration
statement or post-effective amendment or until the Holders have completed the distribution of the Registrable Securities included
in the Registration Statement, whichever occurs first.


 


6.1.3.       Deferred
Filing. If (i) in the good faith judgment of the Board, filing a registration statement pursuant to Section 6.1 would
be seriously detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such
registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of
the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such registration
statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement,
then the Company shall have the right to defer such filing on two occasions for an aggregate of not more than one hundred and twenty
(120) days in any twelve-month period.


 


6.1.4.       No
Cash Settlement Option. The Company is only required to use its best efforts to cause a registration statement covering issuance
of the Registrable Securities underlying the Underwriter’s Warrant to be declared effective, and once effective, only to
use its best efforts to maintain the effectiveness of the registration statement. The Company will not be obligated to deliver
securities, and there are no contractual penalties for failure to deliver securities, if a registration statement is not effective
at the time of exercise. Additionally, in no event is the Company obligated to settle any Underwriter’s Warrant, in whole
or in part, for cash in the event it is unable to register the Registrable Securities.


 


6.2       “Piggy-Back”
Registration.


 


6.2.1       Grant
of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus,
the Holders of the Underwriter’s Warrants shall have the right for a period of not more than three (3) years from the date
of effectiveness of the Registration Statement, to include the remaining Registrable Securities as part of any other registration
of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the
Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s
managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the
securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company’s
securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially
and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but
may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period
of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities
is so delayed, then the number of securities to be sold by all shareholders in such public offering shall be apportioned pro rata
among all such selling shareholders, including all holders of the Registrable Securities, according to the total amount of securities
of the Company owned by said selling shareholders, including all holders of the Registrable Securities.





 




     


     


    

  


6.2.2       Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of any
legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities, but the Holders
shall pay any and all underwriting commissions. In the event of such a proposed registration, the Company shall furnish the then
Holders of outstanding Registrable Securities with not less than fifteen (15) days written notice prior to the proposed date of
filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement
filed (during the period in which the Underwriter’s Warrant is exercisable) by the Company until such time as all of the
Registrable Securities have been registered and sold. The holders of the Registrable Securities shall exercise the “piggy
back” rights provided for herein by giving written notice, within ten (10) business days of the receipt of the Company’s
notice of its intention to file a registration statement. The Company shall use its best efforts to cause any registration statement
filed pursuant to the above “piggyback” rights that does not relate to a firm commitment underwritten offering to remain
effective for at least nine (9) consecutive months from the effective date of such registration statement or until the Holders
have completed the distribution of the Registrable Securities in the registration statement, whichever occurs first.


 


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


 


8.       Certain
Notice Requirements.


 


8.1       Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to
receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder
of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice
of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books (the
 “Notice Date”) for the determination of the shareholders entitled to such dividend, distribution, conversion
or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or
sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding
the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at
the same time and in the same manner that such notice is given to the shareholders.


 


8.2       Events
Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or
more of the following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling
them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company,
(ii) the Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor,
or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction
or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.


 




     


     


    

 





8.3       Notice
of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section
5 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall
describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the
Company’s Chief Financial Officer.


 


8.4       Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall
be deemed to have been duly made (1) when hand delivered, (2) when mailed by express mail or private courier service, (3)
if sent by electronic mail, on the day the notice was sent if during regular business hours and, if sent outside of regular business
hours, on the following business day, or (4) when the event requiring notice is disclosed in all material respects and filed in
a Current Report on Form 6-K prior to the Notice Date: (i) if to the registered Holder of the Purchase Warrant, to the address
of such Holder as shown on the books of the Company, or (ii) if to the Company, to following address or to such other address as
the Company may designate by notice to the Holders:


 


If to the Holder:


 


Network 1 Financial Securities, Inc.


2 Bridge Ave., Suite 241


Red Bank, NJ 07701


Attention: Damon Testaverde, Managing Director


Email: ddtestaverde@netw1.com


 


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


 


VCL Law LLP


1945 Old
Gallows Road, Suite 630


Vienna, VA
22182


Attention:
Fang Liu, Partner


Email: fliu@vcllegal.com


 


If to the Company:


 


TIAN RUIXIANG
Holdings Ltd.


21A Jingyuan
Art Center, 3 Guangqu Road


Chaoyang
District, Beijing 100124


Attention:
Zhe Wang, CEO


Email: wangzhe@tianrx.com


 


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


 


Hunter Taubman Fischer & Li LLC


800 Third Avenue, Suite 2800


New York, NY 10022


Attn: Ying Li, Esq.


Fax: 212-202-6380


Email: yli@htflawyers.com


 


9.       Miscellaneous.


 


9.1       Amendments.
The Company and Network 1 may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders
in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with
any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company
and Network 1 may deem necessary or desirable and that the Company and Network 1 deem shall not adversely affect the interest of
the Holders. All other modifications or amendments shall require the written consent of and be signed by the party against whom
enforcement of the modification or amendment is sought.





 




     


     


    

 





9.2       Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3       Entire
Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4       Binding
Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and
their permitted assignees and respective successors and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.


 


9.5       Governing
Law; Submission to Jurisdiction. This Purchase Warrant shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any
action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced
in the Borough of Manhattan in The City of New York (each, a “New York Court”), and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. Each of the Holder and the Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company or the
Holder may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid,
addressed to it at their respective addresses set forth in Section 8.4 hereof. Such mailing shall be deemed personal
service and shall be legal and binding upon the Company or the Holder in any action, proceeding or claim.


 


9.6       Waiver,
etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not
be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or
any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase
Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be
effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver
is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any
other or subsequent breach, non-compliance or non-fulfillment.


 


9.7       Exchange
Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any
time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and Network 1 enter into an agreement (“Exchange
Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash
or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


9.8       Execution
in Counterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and
the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and
delivered to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic
transmission.


 


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


 


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


 


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blank]




 







     


     


    

 





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


 


	TIAN RUIXIANG Holdings ltd.	 
	 	 	 
	By:	 	 
	 	Name: Zhe Wang	 
	 	Title: Chief Executive Officer	 





 




     


     


    

 


EXHIBIT A


EXERCISE FORM


 


Form to be used to exercise Purchase Warrant:


 


Date: __________, 20___


 


The undersigned hereby
elects irrevocably to exercise the Purchase Warrant for ______Shares of Tian Ruixiang Holdings Ltd., a Cayman Islands exempted
company (the “Company”) and hereby makes payment of $____ (at the price of $____ per Share) in payment of the
Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the
instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant
has not been exercised.


 


or


 


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





 


	X    =	Y(A-B)
	 	A




 





  Where,


       



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


 


Y   =   The number of
Shares that would be issuable upon exercise of this Purchase Warrant in accordance with the terms of this Purchase Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise;


 


A   =   The fair market
value of one Share; and


 


B   =   The Exercise Price
of this Purchase Warrant, as adjusted hereunder


 


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


 


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


 


Signature


 


Signature Guaranteed


 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


Name:


 


(Print in Block Letters)


 


Address:


 


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




 




     


     


    

 





EXHIBIT B


ASSIGNMENT FORM


 


Form to be used to assign Purchase Warrant:


 


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


 


FOR VALUE RECEIVED,
                                                                       does
hereby sell, assign and transfer unto the right to purchase shares of Tian Ruixiang Holdings Ltd., a Cayman Islands exempted company
(the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right
on the books of the Company to


 


_______________________________________________
whose address is


 


_______________________________________________________________.


 


_______________________________________________________________


 


Dated:  ____________, 20__


 


 


 


Holder’s Signature:
_____________________________


 


Holder’s Address:  
_____________________________


 


_____________________________


 


Signature Guaranteed:
___________________________________________


 


NOTICE: The signature
to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary
or other representative capacity should file proper evidence of authority to assign the foregoing Purchase Warrant.