Exhibit
4.1


 


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 EFFECTIVE DATE OF THE REGISTRATION STATEMENT NO.: 333-261705 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 JOSEPH STONE CAPITAL, LLC, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE
5110(E)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE,
PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER,
EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2).


 


THIS
PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ● ], 2022. VOID AFTER 5:00 P.M., EASTERN TIME, [ ● ], 2027.


 


COMMON
STOCK PURCHASE WARRANT


 


For
the Purchase of [●] Shares of Common Stock


 


of


 


FORTUNE
VALLEY TREASURES, INC


 


1.
Purchase Warrant. THIS COMMON STOCK PURCHASE
WARRANT (this “Purchase Warrant”) certifies that, pursuant to that certain Underwriting Agreement by and between Fortune
Valley Treasures, Inc., a State of Nevada company (the “Company”) and Joseph Stone Capital, LLC (“Joseph
Stone”), dated [ ● ], 2022 (the “Underwriting Agreement”), [         ] (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 [ ● ], 2022 (the “Exercise Date”) [THE DATE THAT IS 180 DAYS AFTER THE EFFECTIVE DATE], and
at or before 5:00 p.m., Eastern time, [ ● ], 2027 [THE DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE] (the “Expiration
Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares of Common Stock
of the Company, par value $0.001 per share (the “Shares”), subject to adjustment as provided in Section 5 hereof.
If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant
may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing
on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant.
This Purchase Warrant is initially exercisable at $[ ● ] per Share (125% of the price of the Shares sold in the Offering); provided,
however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Purchase Warrant,
including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified.
The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context.
Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement.


 


2.
Exercise.


 


2.1
Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto as Exhibit 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. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration
Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and
expire.


 




    	 



    	 



    

 


2.2
Cashless Exercise. If at any time on or after the Initial Exercise Date, there is no effective registration statement registering,
or the prospectus contained therein is not available for, the issuance of the Shares to the Holder, then in lieu of exercising this Purchase
Warrant by payment of cash 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 Common Stock 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; or
	 	 	 
	 	(ii)	if
    the Company’s Common Stock 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 Effective Date: (a) sell, transfer, assign, pledge or hypothecate
this Purchase Warrant to anyone other than: (i) Joseph Stone or a selected dealer participating in the Offering contemplated by the Underwriting
Agreement, or (ii) bona fide officers or partners of Joseph Stone, each of whom shall have agreed to the restrictions contained herein,
in accordance with FINRA Rule 5110(e)(1), or (b) cause this Purchase Warrant or the securities issuable hereunder to be the subject of
any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Purchase
Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(e)(2). On and after that date that is one hundred eighty
(180) days after the Effective Date, 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 S-1 (File No. 333 – 261705), 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 shares of Common Stock (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 commercially reasonable 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) business 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 Chief Executive Officer
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 commercially reasonable 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 commercially reasonable 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
“Piggyback” 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 five (5) 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 ten (10) 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 “piggyback” rights provided for herein
by giving written notice, within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement.
The Company shall use its commercially reasonable 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:


 


Joseph
Stone Capital, LLC


200
Old Country Road, Suite 610


Mineola,
NY 11501


Attention:
Damian Maggio, CEO


Email:


 


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:


 


Fortune
Valley Treasures, Inc.


B1601
Oriental Impression Building 2


Liansheng
Road, Humen Town


Dongguan
City, Guangdong Province, People’s Republic of China 523900


Attention:
Yumin Lin, CEO


Email:
lym@hsjt-fg.com


 


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


 


Kaufman
& Canoles, P.C.


1021
E. Cary Street, Suite 1400


Richmond,
VA 23219


Attention:
Anthony W. Basch, Esq.


Yan
(Natalie) Wang, Esq.


Email:
awbasch@kaufcan.com


ywang@kaufcan.com


 


9. Miscellaneous.


 


9.1 Amendments.
The Company and Joseph Stone 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 Joseph
Stone may deem necessary or desirable and that the Company and Joseph Stone 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. Each of the Company and the Holder 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 courts located in The City of New York, County of New York, and State of New York (each, a “New York Court”),
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the Company and the Holder 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 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 Holder in any action, proceeding or claim. The Company and the Holder agree
that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’
fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on
its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably
waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby.


 


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 Joseph Stone 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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IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the ____ day of _______,
2022.


 


	FORTUNE VALLEY TREASURES, INC. 	 
	 	                                           	 
	By:	 	 
	Name: 	Yumin Lin	 
	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 Fortune Valley Treasures, Inc., a State of
Nevada company (the “Company”) and hereby makes payment of $____(at the rate of $____ per Share) in payment of the
Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions
given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been
exercised.


 


or


 


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


 


	 	X	=	Y(A-B)
	 	 	 	A


 


Where,


 


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


 


Y
= The number of Shares 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 Fortune Valley Treasures, Inc., a State of
Nevada 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.