Exhibit 4.2


 


Form of Representative’s Warrant
to Purchase Ordinary Shares


 


THE REGISTERED HOLDER OF THIS PURCHASE WARRANT
BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE
WARRANT OR CAUSE IT 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 BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE
EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) VIEWTRADE SECURITIES, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION
WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF VIEWTRADE SECURITIES, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED
DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(E)(2).


 


THIS PURCHASE WARRANT IS VOID AFTER 5:00
P.M., EASTERN TIME, [●].1


 


PURCHASE WARRANT


 


For the Purchase of [●] Ordinary
Shares

of

Oriental Culture Holding LTD


 


1. Purchase
Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement, dated [●], 2020 (the “Underwriting
Agreement”), by and between Oriental Culture Holding LTD (the “Company”), and ViewTrade Securities,
Inc., as representative of the underwriters named on Annex A thereto, providing for the initial public offering (the “Offering”)
of ordinary shares, par value $0.00005 per share, of the Company (the “Ordinary Shares”), ViewTrade Securities,
Inc. or its assigns (“Holder”), as registered owner of this Purchase Warrant, is entitled, at any time or from
time to time on or after [●] (the “Commencement Date”)2, and at or before 5:00 p.m., Eastern
time, [●]3 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive,
in whole or in part, up to [●]4 Ordinary Shares (the “Shares”), subject to adjustment as
provided in Section 6 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
Share5; provided, however, that upon the occurrence of any of the events specified in Section 6 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. This Purchase Warrant is being issued pursuant to the Underwriting Agreement
providing for the Offering. The term “Effective Date” shall mean the effective date of the registration statement
in connection with the Offering. The term “Exercise Price” shall mean the initial exercise price or the adjusted
exercise price, depending on the context.


 





 









1 Date that is five years from the Effective Date.


2 Applicable
Closing Date.




3 Date that is five years from the Effective Date.


4 8% of the Shares sold in the Offering at the
applicable Closing Date.


5 125% of the price
of the Shares sold in the Offering at the applicable Closing Date.




 






    


    	 



    

 


2. Exercise.


 


2.1 Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto 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.


 


2.2 Cashless
Exercise. At any time after the Commencement Date, 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 attached hereto, in which event the Company shall issue to Holder Shares in accordance with the
following formula:


 


Y(A-B)


X = 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 if such exercise were by means of a cash exercise pursuant to Section
2.1 rather than a cashless exercise pursuant to this Section 2.2;


A = The fair market value of
one Share, as determined in accordance with the provisions of this Section 2; and


B = The Exercise Price in effect
under this Purchase Warrant at the time the election to exercise this Purchase Warrant on a cashless basis is made pursuant to
this Section 2.


 


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


 


(i) if
the Ordinary Shares are traded on a national securities exchange, the fair market value shall be deemed to be the closing sales
price on such exchange on the Trading Day immediately prior to the date the exercise form is submitted to the Company in connection
with the exercise of this Purchase Warrant; or


 


(ii) if
the Ordinary Shares are traded over-the-counter (i.e., on the OTCQB or OTCQX Markets operated by OTC Markets Group, Inc., or any
similar over-the-counter market), the fair market value shall be deemed to be the closing bid price on the Trading Day immediately
prior to the date the exercise form is submitted to the Company in connection with the exercise of this Purchase Warrant; or


 


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


 


“Trading Day”
means a date on which the Ordinary Shares are traded on the NYSE, 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).


 






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For the avoidance of
doubt, if there is no effective registration statement registering, or no current prospectus available for, the resale of the Shares
underlying this Purchase Warrant by the Holder, then this Purchase Warrant may be exercised, in whole or in part, at such time
by means of a cashless exercise in accordance with the provisions of this Purchase Warrant.


 


2.3 Mechanics
of Exercise.


 


(i) Delivery
of Shares Upon Exercise. The Company shall use commercially reasonable efforts to cause the Shares purchased hereunder to be
transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository
Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant
in such system and either (A) there is an effective registration statement permitting the issuance of the Shares or resale of the
Shares or (B), after a period of one hundred eighty (180) days following the Effective Date, this Purchase Warrant is being exercised
via cashless exercise, and otherwise by delivery to the address specified by the Holder in the Notice of Exercise by the date that
is two Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Purchase
Warrant (if required) and (C) receipt by the Company of the aggregate Exercise Price as set forth above (including by cashless
exercise, if permitted) (such date, the “Share Delivery Date”). The Shares shall be deemed to have been issued,
and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such
Shares for all purposes, as of the date the Purchase Warrant has been exercised and payment to the Company of the aggregate Exercise
Price (or by cashless exercise, if permitted) has been received by the Company and all taxes required to be paid by the Holder,
if any, pursuant to Section 2.3(vi) prior to the issuance of such Shares have been paid.


 


(ii) Delivery
of New Warrants Upon Exercise. If this Purchase Warrant shall have been exercised in part, the Company shall, at the written
request of the Holder and upon surrender of this Purchase Warrant, at the time of delivery of the Shares, deliver to the Holder
a new Purchase Warrant evidencing the rights of the Holder to purchase the unpurchased Shares called for by this Purchase Warrant,
which new Purchase Warrant shall in all other respects be identical with this Purchase Warrant.


 


(iii) Rescission
Rights. If the Company fails to cause its transfer agent to transmit to the Holder the Shares pursuant to Section 2.3(i)
by the Share Delivery Date, unless such failure was not caused by the fault or negligence of the Company, then the Holder will
have the right to rescind such exercise upon written notice to the Company within one Trading Day after the Share Delivery Date.


 


(iv) Compensation
for Buy-In on Failure to Timely Deliver Shares Upon Exercise. In addition to any other rights available to the Holder, if the
Holder has taken all actions necessary under the terms of this Purchase Warrant for such Holder to receive the Shares, if the Company
fails to cause the Transfer Agent to transmit to the Holder the Shares pursuant to an exercise on or before the Share Delivery
Date, unless such failure was not caused by the fault or negligence of the Company, and if after such date the 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 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 and any other applicable fees, if any) for the Ordinary Shares so purchased
exceeds (y) the amount obtained by multiplying (1) the number of 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 the Holder, either reinstate the portion of the Purchase Warrant and equivalent number of 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.
For example, if the Holder purchases Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect to
an attempted exercise of Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A)
of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company
written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence
of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Company’s failure to timely deliver Ordinary Shares upon exercise of the Purchase Warrant as required pursuant to the terms
hereof.


 






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(v) No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Purchase Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise,
the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


 


(vi) Charges,
Taxes and Expenses. Issuance of Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Shares, all of which taxes and expenses shall be paid by the Company, and such Shares
shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that, in the event Shares are to be issued in a name other than the name of the Holder, this Purchase Warrant when surrendered
for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require,
as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall
pay all transfer agent fees required for prompt processing of any Notice of Exercise.


 




3. Transfer
- General Restrictions. The Holder agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell, transfer,
assign, pledge or hypothecate this Purchase Warrant or the securities issuable hereunder for a period of one hundred eighty (180)
days following the Effective Date to anyone other than: (i) ViewTrade Securities, Inc. or another underwriter or a selected dealer
participating in the Offering, or (ii) a bona fide officer or partner of ViewTrade Securities, Inc. or of any such underwriter
or selected dealer, in each case in accordance with FINRA Rule 5110(e)(1) and subject to the exceptions set forth in FINRA Rule
5110(e)(2), 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, in accordance with FINRA Rule 5110(e)(1) and except as provided for in FINRA Rule 5110(e)(2). 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 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. The Company shall register this Purchase Warrant, upon records to be maintained by the Company for that purpose
(the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and
treat the registered Holder of this Purchase Warrant as the absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


4. Registration.
The Company shall be required to keep a registration statement effective on Form F-1 (or Form F-3, if the Company is eligible to
use such form) until such date that is the earlier of the date when all of the Shares underlying this Purchase Warrant have been
publicly sold by the Holder or such time as Rule 144 or another similar exemption under the Securities Act of 1933, as amended,
is available for the sale of all of such Holder’s Shares underlying this Purchase Warrant without limitation during a three-month
period without registration.


 






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5. New
Purchase Warrants to be Issued.


 


5.1 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 hereto, 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.


 


5.2 Replacement
on Loss. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation
of this Purchase Warrant, the Company, at its own expense, 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.


 


6. Adjustments.


 


6.1 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:


 


6.1.1 Share
Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Ordinary Shares is increased by a share dividend payable in Ordinary Shares or by a split up of Ordinary Shares, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction, then, on the effective day thereof, the number of
Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Ordinary Shares, and the Exercise
Price shall be proportionately decreased. Any adjustment made pursuant to this Section 6.1.1 shall become effective immediately
after the record date for the determination of shareholders entitled to receive such share dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


6.1.2 Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 6.1.1 above, if at any time during which this Purchase
Warrant is outstanding the Company grants, issues or sells any securities of the Company which by their terms are convertible into
or exercisable for Ordinary Shares (“Ordinary Share Equivalents”) or other rights to purchase shares, warrants,
securities or other property, pro rata to all of the record holders of the Ordinary Shares (the “Purchase Rights”),
and not the Holder, then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which the Holder could have acquired if the Holder had held the number of Ordinary Shares acquirable upon complete
exercise of this Purchase Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such
Purchase Rights, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined
for the grant, issue or sale of such Purchase Rights. The provisions of this Section 6.1.2 will not apply to any grant,
issuance or sale of Ordinary Share Equivalents or other rights to purchase shares, warrants, securities or other property of the
Company which is not made pro rata to all of the record holders of Ordinary Shares.


 






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6.1.3 Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Ordinary Shares is decreased by a consolidation, combination or reclassification of Ordinary 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.


 


6.1.4 Replacement
of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares other
than a change covered by Section 6.1.1, 6.1.2 or 6.1.3 hereof or that solely affects the par value of such Ordinary
Shares, or in the case of any share reconstruction or amalgamation or merger or consolidation of the Company with or into another
corporation or other entity (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 Ordinary 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, or in the case 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, or in the
case 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 (in the case 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), then 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 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 6.1.1,
6.1.2 or 6.1.3, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 or 6.1.3 and
this Section 6.1.4. The provisions of this Section 6.1.4 shall similarly apply to successive reclassifications, reorganizations,
share reconstructions or amalgamations, or consolidations, sales or other transfers.


 


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


 


6.2 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 or other entity (other than a consolidation or share reconstruction or amalgamation which does
not result in any reclassification or change of the outstanding Ordinary Shares), the corporation or other entity 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 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 6. The above provision of this Section shall similarly apply
to successive consolidations or share reconstructions or amalgamations.


 






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6.3 Elimination
of Fractional Interests. The Company shall not be required to issue fractions of Shares upon the exercise of this 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.


 


6.4 Notice
to Holder.


 


6.4.1 Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 6, the Company
shall promptly provide the Holder with a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Shares and setting forth a brief statement of the facts requiring such adjustment.


 


6.4.2 Notice to Allow
Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary
Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares, (C) the Company
shall authorize the granting to all holders of the Ordinary Shares rights or warrants to subscribe for or purchase any shares of
capital equity of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection
with any reclassification of the Ordinary Shares, any consolidation or merger to which the Company is a party, any sale or transfer
of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Ordinary Shares are converted
into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company, then, in each case, the Company shall provide the Holder with, at least 10 days prior
to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken
for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as
of which the holders of the Ordinary Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants
are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is
expected to become effective or close, and the date as of which it is expected that holders of the Ordinary Shares of record shall
be entitled to exchange their Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange; provided that the failure to provide such notice or any defect therein or in the
provision thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall
remain entitled to exercise this Purchase Warrant during the period commencing on the date of such notice to the effective date
of the event triggering such notice except as may otherwise be expressly set forth herein.


 






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7. Reservation
and Listing; Registration Rights.


 


7.1 The
Company shall at all times reserve and keep available out of its authorized Ordinary 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 or similar rights of any shareholder and free and
clear of all liens, taxes and charges. As long as this Purchase Warrant shall be outstanding, the Company shall use commercially
reasonable efforts to cause all Shares issuable upon exercise of this Purchase Warrant to be listed (subject to official notice
of issuance) on all national securities exchanges (or, if applicable, on the OTCQB or OTCQX Markets operated by OTC Markets Group,
Inc., or any similar over-the-counter market) on which the Shares issued to the public in the Offering may then be listed and/or
quoted.


 


7.2 To the extent
the Company does not maintain an effective registration statement for the Shares and cashless exercise is unavailable to any Holder
under Section 2.2 hereof pursuant to which all of the Shares issuable upon exercise of this Purchase Warrant under Section
2.2 would be tradable upon exercise of this Purchase Warrant upon issuance, and in the further event that the Company files
a registration statement with the Securities and Exchange Commission to register its Ordinary Shares (other than a registration
statement on Form F-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would
be inappropriate), then, for the term of this Purchase Warrant, the Company shall give written notice of such proposed filing to
the Holder as soon as practicable but in no event less than 20 days before the anticipated filing date, which notice shall describe
the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the
proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder in such notice the opportunity
to register the sale of such number of Shares as such Holder may request in writing within five days following receipt of such
notice (a “Piggyback Registration”). The Company shall use commercially reasonable efforts to cause such Shares
to be included in such registration and shall use commercially reasonable efforts to cause the managing underwriter or underwriters
of a proposed underwritten offering to permit the Shares requested to be included in a Piggyback Registration on the same terms
and conditions as any similar securities of the Company and to permit the sale or other disposition of such Shares in accordance
with the intended method(s) of distribution thereof. All Holders proposing to distribute their securities through a Piggyback Registration
that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter
or underwriters selected for such Piggyback Registration. Notwithstanding the provisions of this Section 7.2, such right to request
Piggyback Registration shall terminate on the fifth anniversary of the Effective Date, in accordance with FINRA Rule 5110(g)(8)(D).


 


8. Certain
Notice Requirements.


 


8.1 Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holder the right to vote or consent or to
receive notice as a shareholders 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 this Purchase Warrant and its 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; provided, however, that the Company shall not be obligated to provide any
written notice under this Section 8 if it makes a public announcement of the applicable event via nationally distributed
press release or via a publicly available and legally compliant filing with the U.S. Securities and Exchange Commission.


 






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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 equity of the Company or securities convertible into
or exchangeable for shares of capital equity 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; Notice of Exercise Price. The Company shall, within five (5) business days after an event requiring
a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holder of such event and change (“Price
Notice”). The Price Notice shall describe the event causing the change and the method of calculating the same and shall
be certified as being true and accurate by the Company’s Chief Executive Officer and Chief Financial Officer. The Company
shall, within five (5) business days after receipt by the Company of a written request by the Holder, send notice to the Holder
of the Exercise Price then in effect and the number of Shares or the amount, if any, of other shares, securities or assets then
issuable upon exercise of this Purchase Warrant and shall be certified as being true and accurate by the Company’s Chief
Executive Officer and 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 when (1) hand delivered, (2) mailed by express mail or private courier service, or (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, to following addresses or to such other addresses as the Company or Holder may designate by notice
to the other party:


 


If to the Holder, to:


 


ViewTrade Securities, Inc.


7280 W. Palmetto Park Road, Suite 310


Boca Raton, FL 33433


Attention: Douglas Aguililla, Director, Investment Banking


Email: dougagui@viewtrade.com


Facsimile: (561) 620-0302


 


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


 


K&L Gates LLP


Southeast Financial Center, Suite 3900


200 South Biscayne Boulevard


Miami, Florida 33131-2399


Attention: Clayton E. Parker, Esq.


Email: Clayton.Parker@klgates.com


Facsimile: (305) 358-7095


 






    9


    	 



    

 


If to the Company, to:


 


Oriental Culture Holding LTD





No. 2, Youzishan Road, Dongba Street


Gaochun District, Nanjing City


Jiangsu Province 210000


People’s Republic of China


Attention: Lijia (Fiona) Ni, Chief Financial Officer


Email: fionani@qq.com


 


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


 


FisherBroyles, LLP


1200 G Street NW, Suite
800


Washington, D.C. 20005


Attention: Jeffrey Li, Esq.


Email: Jeffrey.Li@fisherbroyles.com


Facsimile: (202) 830-5905


 


9. Miscellaneous.


 


9.1 Amendments.
The Company and the Holder may from time to time supplement, modify or amend this Purchase Warrant by a written agreement signed
by the Company and the Holder. All 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, respective successors, legal representative and assigns, 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; Trial by Jury. This Purchase Warrant shall be governed by and
construed and enforced in accordance with the internal 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 U.S. federal and state courts sitting in the Borough of Manhattan
in the City of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. 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 may be served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 8.4 hereof. Such mailing shall be deemed personal
service and shall be legal and binding upon the Company 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 shareholders 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 Purchase Warrant or the transactions contemplated hereby.




 






    10


    	 



    

 


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 Successors
and Assigns. Subject to applicable securities laws, this Purchase Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted
assigns of Holder. The provisions of this Purchase Warrant are intended to be for the benefit of any Holder from time to time of
this Purchase Warrant and shall be enforceable by the Holder or holder of this Purchase Warrant.


 


9.8 Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant or any share certificate relating to
the Shares, if share certificates are issued, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory
to it (which, in the case of the Purchase Warrant, shall not include the posting of any bond), and upon surrender and cancellation
of such Purchase Warrant or share certificate, if share certificates are issued, if mutilated, the Company will make and deliver
a new Purchase Warrant or share certificate, if share certificates are issued, of like tenor and dated as of such cancellation,
in lieu of such Purchase Warrant or share certificate, if share certificates are issued.


 


9.9 Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Purchase Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Purchase Warrant and hereby agrees to
waive and not to assert the defense in any action for specific performance or other equitable remedy that a remedy at law would
be adequate.


 


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.


 


9.11 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.


 


[Signature Page Follows]


 




    11


    	 



    

 


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


 


	 	Oriental Culture Holding LTD
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Acknowledged and Agreed:


 


VIEWTRADE SECURITIES, INC.


	 	 	 
	By:	 	 
	 	Name: Douglas Aguililla	 
	 	Title:  Director, Investment Banking	 


 


 





[Signature Page to Representative’s
Warrant]









    


    	 



    

 


Form
of Exercise


 


The undersigned holder
hereby exercises the right to purchase _________________ ordinary shares (“Warrant Shares”) of Oriental Culture
Holding LTD (the “Company”), evidenced by the attached Purchase Warrant (the “Purchase Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Purchase Warrant. Please
issue the Warrant Shares as to which the Purchase Warrant is exercised in accordance with the instructions given below and, if
applicable, a new Purchase Warrant representing the number of Warrant Shares for which the Purchase Warrant has not been exercised.


 


1. Form of Exercise
Price. The Holder intends that payment of the Exercise Price shall be made as:


____________a
“Cash Exercise” with respect to _________________ Warrant Shares; and/or


 


____________a
“Cashless Exercise” with respect to _______________ Warrant Shares.


 


2. Payment of Exercise Price.
In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant
hereto, the holder shall pay the aggregate Exercise Price in the sum of $ to the Company in accordance with the
terms of the Purchase Warrant.


 


3. Delivery of Warrant
Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Purchase Warrant.
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


_______________________________


 


The Warrant Shares shall be delivered to
the following DWAC Account Number:


 


_______________________________


 


_______________________________


 


_______________________________


 


Date: _______________ __, ______


 


 


Name of Registered Holder





	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 






 






    


    	 



    

 


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.


 




    


    	 



    

 


FORM OF ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned registered
owner of this Purchase Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned
to purchase ordinary shares, par value $0.00005 per share, of Oriental Culture Holding LTD (the “Company”),
evidenced by this Purchase Warrant, with respect to the number of ordinary shares set forth below.


 


	
         Name of Assignee
	 	Address and Phone Number	 	No. of Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


The undersigned also represents that, by
assignment hereof, the Assignee acknowledges that this Purchase Warrant and the ordinary shares to be issued upon exercise hereof
or conversion thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this
Purchase Warrant or any ordinary shares to be issued upon exercise hereof or conversion thereof except under circumstances which
will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. Further, the Assignee has
acknowledged that upon exercise of this Purchase Warrant, the Assignee shall, if requested by the Company, confirm in writing,
in a form satisfactory to the Company, that the ordinary shares so purchased are being acquired for investment and not with a view
toward distribution or resale.


 


	 	 
	Signature of Holder	 
	 	 
	Date	 


 


The undersigned assignee agrees to be bound
by all of the terms and conditions of this Purchase Warrant.


 


	 	 
	Signature of Assignee	 
	 	 
	Date