Exhibit 4.2


 


UCOMMUNE INTERNATIONAL LTD


Floor 8, Tower D


No.2 Guang Hua Road


Chaoyang District, Beijing


People’s Republic of China, 100026


 


October 25, 2022


 


JAK Opportunities LLC


17 State Street, 2100


New York, New York 10004


 


Re: Warrants


 


Dear Sirs and Madams:


 


Reference is made to the Series A Warrant, Series
B Warrant and Series C Warrant, each dated January 26, 2022 and amended on March 1, 2022 and August 29, 2022 (collectively, the “Warrants”),
between Ucommune International Ltd and JAK Opportunities LLC (the “Holder”), as the holder named therein. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to such terms in the Warrants.


 


Effective on November 4, 2022, unless Nasdaq objects
to any of the amendments below prior to such date, each of the Warrants shall be amended and restated as follows:


 


1. Section 2(b) of each of the Warrants shall be
amended and restated as follows:


 


“b) Exercise Price. The exercise
price per Ordinary Share under this Warrant shall be $2.30,4 subject to adjustment hereunder (the “Exercise Price”).”


 


2. Section 5(o) of each of the Warrants shall be
amended and restated as follows:


 


“o)  Floor for Exercise Price
of the Warrant. Notwithstanding anything to the contrary in the Transaction Documents, the Exercise Price of the Warrant shall in
no event be lower than $2.30 (the “Floor Price”). The Floor Price shall be proportionately decreased upon a stock split
or share subdivision of Ordinary Shares, and shall be proportionately increased in the case of a reverse stock split or share combination
of Ordinary Shares. The Company agrees that while the Warrant remains outstanding, it will not issue Ordinary Shares or Ordinary Share
Equivalents at a price per share or with a conversion or exercise price per share, as applicable, that is below the Floor Price without
the prior written consent of the Holder.”


 


For the avoidance of doubt,
the amended Exercise Price in Section 2(b) above and the amended Floor Price in Section 5(o) above have already been adjusted to reflect
the share consolidation on April 22, 2022, in which every 20 ordinary shares with par value of US$0.0001 were consolidated into one ordinary
share with par value of US$0.002.


 


Each of the Warrants and this
letter agreement shall be read together and shall have the same effect as if each such Warrant and this letter agreement were contained
in one document. Except as expressly modified by this letter agreement, the terms and obligations of the Warrants and the Transaction
Documents remain unchanged and the Warrants and Transaction Documents shall continue in full force and effect.


 


This letter agreement shall
be governed by, construed and enforced in accordance with, the laws of the State of New York, without regard to the conflict of laws
principles thereof.


 


 


 





 






	4	Upon each exercise of the Series B Warrants, the holder thereof
shall be entitled to deduct 10% of the aggregate exercise price thereof in connection with each such exercise as an original issuance
discount.




 






     


     


    

 


If you are in agreement with
the foregoing, please have this letter agreement executed by your authorized representative and return a copy to the undersigned.


 


	 	Very Truly Yours,
	 	 
	 	UCOMMUNE INTERNATIONAL LTD
	 	 	 
	 	By: 	/s/ Siyuan Wang
	 	Name:	Siyuan Wang
	 	Title:	CFO



 


	Confirmed and Agreed to:	 
	 	 
	JAK OPPORTUNITIES LLC	 
	 	 	 
	By: 	/s/ Antonio Ruiz-Gimenez	 
	Name: 	Antonio Ruiz-Gimenez	 
	Title:	Managing Member	 



 


 


[Signature Page to Warrant Amendment]