Exhibit 4.1


 


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: Debenture


 


Dear Sirs and Madams:


 


Reference is made to the Debenture, dated January
26, 2022 and amended on March 1, 2022 and August 29, 2022 (the “Debenture”), between Ucommune International
Ltd and JAK Opportunities LLC (the “Holder”), as the holder thereof. Capitalized terms not otherwise defined
herein shall have the meanings ascribed to such terms in the Debenture.


 


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


 


1. Section 4(b) of the Debenture shall be amended
and restated as follows:


 


“b) Conversion Price.
The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be $2.30, subject to adjustment
herein.”


 


2. Section 9(j) of the Debenture shall be amended
and restated as follows:


 


“j) Floor for Conversion
Price of the Debentures. Notwithstanding anything to the contrary in the Transaction Documents, the Conversion Price of the Debentures
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 Debentures remain 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 Conversion Price in Section 4(b) above and the amended Floor Price in Section 9(j) 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.


 


The Debenture and this letter
agreement shall be read together and shall have the same effect as if the Debenture and this letter agreement were contained in one document.
Except as expressly modified by this letter agreement, the terms and obligations of the Debenture and the Transaction Documents remain
unchanged and the Debenture 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.


 






     


     


    

 





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 Debenture Amendment]