Exhibit 4.2


 


THE REGISTERED HOLDER OF THIS PURCHASE WARRANT
BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE THIS PURCHASE
WARRANT TO BE SUBJECT TO ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSATION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION
OF THE PURCHASE WARRANT OR THE SECURITIES UNDERLYING THE PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FROM THE COMMENCEMENT
OF SALES OF THIS OFFERING PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY’S SECURITIES (FILE NO. 333-264575), EXCEPT THAT
SUCH LOCK-UP RESTRICTION DOES NOT PROHIBIT (I) TRANSFERS TO ANY UNDERWRITER OR SELECTED DEALER PARTICIPATING IN THE OFFERING AND ITS OFFICERS
OR PARTNERS, ITS REGISTERED PERSONS OR AFFILIATES, IF ALL TRANSFERRED SECURITIES REMAIN SUBJECT TO THE LOCK-UP RESTRICTION FOR THE REMAINDER
OF THE 180-DAY LOCK-UP PERIOD, (II) EXERCISE OR CONVERSION OF THE PURCHASE WARRANT, IF ALL SECURITIES RECEIVED REMAIN SUBJECT TO THE LOCK-UP
RESTRICTION FOR THE REMAINDER OF THE 180-DAY LOCK-UP PERIOD, OR (III) TRANSFER OR SALE OF THE PURCHASE WARRANT OR SECURITIES THEREUNDER
BACK TO THE COMPANY, IN A TRANSACTION EXEMPT FROM REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION, 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, [ ● ], 20271.


 


UNDERWRITER’S WARRANT


 


FOR THE PURCHASE OF [ ● ] ORDINARY SHARES


 


OF


 


MAGIC EMPIRE GLOBAL LIMITED


 


1. Purchase
Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Magic Empire Global Limited, a British
Virgin Islands company limited by shares (the “Company”), on one hand, and Network 1 Financial Securities, Inc. (the
“Holder”), on the other hand, dated [ ● ], 2022 (the “Underwriting Agreement”), the Holder,
as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from [ ● ], 2022 (the “Exercise
Date”), and at or before 5:00 p.m., Eastern time, on [ ● ], 2027, (the “Expiration Date”), but not
thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of ordinary shares of the Company, par value
$0.0001 per share (the “Ordinary Shares”) as equates to ten percent (10%) of the Ordinary Shares sold in the offering
pursuant to the registration statement of the Company’s securities (File No. 333-264575) (the “Offering”, and
such Ordinary Shares purchased under this warrant, 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 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 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 Ordinary Share (150%) of the price of the Ordinary Shares sold in the Offering); 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 Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted
as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted
exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein
shall have the meaning ascribed to them in the Underwriting Agreement. 

 


 






		1	Five years from the commencement of sales of the public offering.



 






     


     


    

 


2. Exercise.


 


2.1 Exercise
Notice. In order to exercise this Purchase Warrant, the exercise notice attached hereto as Exhibit A must be duly
executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Ordinary
Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified
check. 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. 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 Ordinary 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 notice attached hereto, 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 Ordinary Shares to be issued to Holder;
	 	Y	=	The number of Ordinary Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Ordinary Share; and
	 	B	=	The Exercise Price.


 


For purposes of this Section
2.2, the “fair market value” of an Ordinary Share is defined as follows:


 


		(i)	if the Ordinary Shares are traded on a national securities exchange, the value shall be deemed to be the
closing price on the day immediately prior to the exercise notice being submitted in connection with the exercise of the Purchase Warrant;
or



 


		(ii)	if the Ordinary Shares are actively traded over-the-counter, the value shall be deemed to be the closing
price of the Ordinary Shares on the day immediately prior to the exercise notice being submitted in connection with the exercise of the
Purchase Warrant; or



 


		(iii)	if there is no 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.



 


2.3 Mechanics
of Exercise. The Company shall cause the Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by
crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit
or Withdrawal at Custodian systems (“DWAC”) or Direct Registration System (“DRS”), at the Holder’s discretion,
if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance
of the Warrant Shares or resale of the Warrant Shares by the Holder or (B) the Purchase Warrant are eligible for resale by the Holder
without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical
delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number
of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise
by three (3) Trading Days after the delivery to the Company of the Notice of Exercise. Upon delivery of the Notice of Exercise, the Holder
shall be deemed for all corporate purposes to have become the holder of record of the Shares purchased hereunder with respect to which
this Warrant has been exercised, irrespective of the date of delivery of the Shares, provided that payment of the aggregate Exercise Price
(other than in the case of a cashless exercise) is received. The Company
agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.


 






    2


     


    

 


2.4 Legend.
Each certificate for the securities purchased under this Purchase Warrant shall bear the following legends unless such securities have
been registered under the Securities Act of 1933, as amended (the “Act”), or are exempt from registration under the
Act:


 


(i) “THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD THROUGH AND INCLUDING ONE HUNDRED EIGHTY (180) DAYS FROM THE COMMENCEMENT OF THE COMPANY’S
FIRST DAY OF TRADING PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY’S SECURITIES (FILE NO. 333-264575) AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, PLEDGEDOR HYPOTHECATED, OR CAUSED TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION
THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES HEREUNDER, EXCEPT THAT SUCH LOCK-UP RESTRICTION DOES NOT PROHIBIT
(I) TRANSFERS TO ANY UNDERWRITER OR SELECTED DEALER PARTICIPATING IN THE OFFERING AND ITS OFFICERS OR PARTNERS, ITS REGISTERED PERSONS
OR AFFILIATES, IF ALL TRANSFERRED SECURITIES REMAIN SUBJECT TO THE LOCK-UP RESTRICTION FOR THE REMAINDER OF THE 180-DAY LOCK-UP PERIOD,
(II) EXERCISE OR CONVERSION OF THE PURCHASE WARRANT, IF ALL SECURITIES RECEIVED REMAIN SUBJECT TO THE LOCK-UP RESTRICTION FOR THE REMAINDER
OF THE 180-DAY LOCK-UP PERIOD, OR (III) TRANSFERS OR SALE OF THE PURCHASE WARRANT OR SECURITIES THEREUNDER BACK TO THE COMPANY, IN A TRANSACTION
EXEMPT FROM REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION, AS PROVIDED FOR IN FINRA RULE 5110(E)(2).”

 


(ii) Any legend required by the securities
laws of any state to the extent such laws are applicable to the Shares represented by a certificate, instrument, or book entry so legended.


  


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 through and including one hundred eighty (180) days from the commencement of sales of the Offering(the “Effective
Date”), sell, transfer, assign, pledge or hypothecate this Purchase Warrant , or 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 Conduct Rule 5110(e)(1). The foregoing
restriction does not prohibit (i) transfer of the Underwriter’s Warrant or the securities thereunder to any underwriter or selected
dealer participating in the Offering and its officers or partners, its registered persons or affiliates, if all transferred securities
remain subject to the lock-up restriction for the remainder of the 180-day lock-up period, (ii) exercise or conversion of the Underwriter’s
Warrant, if all securities received remain subject to the lock-up restriction for the remainder of the 180-day lock-up period, and (iii)
transfer or sale of the Underwriter’s Warrant or securities thereunder back to the Company in a transaction exempt from registration
with the Commission, as provided for in FINRA Rule 5110(e)(2),On and after the 180-day lock-up period, 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 Ordinary 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 Company 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 or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities
that has been declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and includes a current
prospectus or (iii) a registration statement, relating to the offer and sale of such securities has been filed and declared effective
by the Commission and compliance with applicable state securities law has been established.


 






    3


     


    

 


4. Registration
Rights.


 


4.1 Demand Registration


 


4.1.1 Grant
of Right. The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the
underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares
underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration
statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its
reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by
the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration
statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 4.2 hereof and either: (i)
the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates
to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn
or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Exercise
Date   and expiring on the fifth anniversary of the Effective
Date. 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 Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.


 


4.1.2 Terms.
Except as otherwise stated in this subsection, the Company shall bear all fees and expenses attendant to the registration of the Registrable
Securities pursuant to Section 4.1.1, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel
selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable
best efforts to cause the filing required herein to become effective promptly and to qualify or register the Registrable Securities in
such States as are reasonably requested by the 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 register or license to
do business in such State or submit to general service of process in such State, or (ii) the principal stockholders of the Company to
be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement filed pursuant
to the demand right granted under Section 4.1.1 to remain effective for a period of at least twelve (12) consecutive months after the
date that the Holders of the Registrable Securities covered by such registration statement are first given the opportunity to sell all
of such securities. The Holders shall only use the prospectuses provided by the Company to sell the Warrant Shares covered by such registration
statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus
may no longer be used due to a material misstatement or omission. Notwithstanding the provisions of this Section 4.1.2, the Holder shall
be entitled to a demand registration under this Section 4.1.2 on two (2) occasions and such demand registration right shall terminate
on the fifth anniversary of the date of the Underwriting Agreement in accordance with FINRA Rule 5110(g)(8)(C). The second time the Majority
Holders exercise the demand registration right, the Holders shall bear all fees and expenses attendant to the registration of the Registrable
Securities.


 


4.2 “Piggy-Back”
Registration.


 


4.2.1 Grant
of Right. In addition to the demand right of registration described in Section 4.1 hereof, the Holder shall have unlimited right, for
a period of no more than five (5) years from the Exercise Date in accordance with FINRA Rule 5110(g)(8)(D), to include the 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 Securities Act or pursuant to Form S-8 or any equivalent form); provided, however, that if, solely
in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall,
in its reasonable discretion, impose a limitation on the number of Shares which may be included in the Registration Statement because,
in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution,
then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities
with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable
Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable
Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless
the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such
Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities.


 






    4


     


    

 


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 2.1 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 Ordinary Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.


 


5.2 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.


 


6. Adjustments.


 


6.1 Adjustments
to Exercise Price and Number of Ordinary Shares. The Exercise Price and the number of Ordinary 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 stock dividend payable in Ordinary Shares or by a split up of Ordinary Shares or other similar
event, then, on the effective day thereof, the number of Ordinary Shares purchasable hereunder shall be increased in proportion to such
increase in outstanding Ordinary Shares, and the Exercise Price shall be proportionately decreased.


 


6.1.2 Aggregation
of Ordinary 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 Ordinary Shares purchasable hereunder shall be decreased in proportion to such decrease
in outstanding shares, and the Exercise Price shall be proportionately increased.


  


6.1.3 Replacement
of Ordinary 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 or Section 6.1.2 hereof or that solely affects the par
value of such Ordinary 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 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 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 ordinary 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 Ordinary 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 Ordinary Shares covered by Section 6.1.1 or Section
6.1.2, then such adjustment shall be made pursuant to Section 6.1.1, Section 6.1.2 and this Section
6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations,
share reconstructions or amalgamations, or consolidations, sales or other transfers.


 






    5


     


    

 


6.1.4  Fundamental
Transaction. If, at any time while this Purchase Warrant is outstanding, the Company enters into the following transactions 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): (i) the Company, directly or indirectly, in
one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly
or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of
its assets in one or a series of related transactions, (iii) 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,
(iv) 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 is effectively converted into or exchanged
for other securities, cash or property, or (v) 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, spinoff
or scheme of arrangement) with another Person or group of Persons (each a “Fundamental Transaction”), then, upon any
subsequent exercise of this Purchase Warrant, the Holder shall have the right to receive, for each Purchase Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number Ordinary Shares of the
successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional or alternative consideration
(the “Alternative Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number
of Ordinary Shares for which this Purchase Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any
such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternative Consideration based
on the amount of Alternative Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction, and the Company
shall apportion the Exercise Price among the Alternative Consideration in a reasonable manner reflecting the relative value of any different
components of the Alternative Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash or property
to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternative Consideration it receives
upon any exercise of this Purchase Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations
of the Company under this Purchase Warrant, and to deliver to the Holder in exchange for this Purchase Warrant a security of the Successor
Entity evidenced by a written instrument substantially similar in form and substance to this Purchase Warrant which is exercisable for
a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Ordinary Shares acquirable
and receivable upon exercise of this Purchase Warrant prior to such Fundamental Transaction, and with an exercise price which applies
the Exercise Price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary Shares pursuant
to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise
price being for the purpose of protecting the economic value of this Purchase Warrant immediately prior to the consummation of such Fundamental
Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so
that from and after the date of such Fundamental Transaction, the provisions of this Purchase Warrant and the other Transaction Documents
referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of, the Company
and shall assume all of the obligations of the Company, under this Purchase Warrant and the other Transaction Documents with the same
effect as if such Successor Entity had been named as the Company herein.


 


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 Purchase Warrants issued after such change may state the same Exercise Price and the same number of Ordinary 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.


 






    6


     


    

 


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 (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 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 Ordinary Shares and other securities and property receivable upon such consolidation
or share reconstruction or amalgamation, by a holder of the number of Ordinary 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 6 shall similarly apply to successive consolidations or share reconstructions or
amalgamations. 


 


6.3 Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Ordinary 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 Ordinary Shares or other securities, properties or rights.


 


7. Reservation
and Listing. 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 Ordinary 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 Ordinary 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 Ordinary 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 Ordinary 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 Market or any successor quotation system) on which the Ordinary Shares
issued to the public in the Offering may then be listed and/or quoted (if at all).


 


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 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 Ordinary 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 Ordinary 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. 


 






    7


     


    

 


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
6 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 if made in accordance with the notice provisions of the Underwriting Agreement to the addresses and contact
information set forth below:


 


If to the Holder, then to:


 


Network 1 Financial Securities, Inc.


The Galleria, 2 Bridge Ave., Suite 241


Red Bank, NJ 07701


	Attn:	Adam Pasholk, Managing Director
	Email:	AdamPasholk@netw1.com



Phone No.: (732) 758-9001


Fax No.: (732)758-6671


 


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


 


Ortoli Rosenstadt LLP


366 Madison Avenue, 3rd Floor


New York, NY 10017


	Attn:	William S. Rosenstadt, Esq.
	Attn:	Mengyi “Jason” Ye, Esq.
	Email:	wsr@orllp.legal
	 	jye@orllp.legal



Fax No.: (212) 826-9307


 


If to the Company:


 


Magic Empire Global Limited


3/F, 8 Wyndham Street


Central, Hong Kong


	Attn:	Gilbert Chan, Managing Director / Johnson Chen,
Managing Director
	Email:	gilbert@giraffecap.com / johnson@giraffecap.com



Phone: (852) 3577 8771


 


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


 


Loeb & Loeb LLP


2206-19 Jardine House

1 Connaught Place, Central


Hong Kong SAR


	Attn:	Lawrence S. Venick
	Email:	lvenick@loeb.com



Fax No.: 852-3923-1100


 






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9. Miscellaneous.


 


9.1 Amendments.
The Company and the underwriter 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 the
underwriter may deem necessary or desirable and that the Company and the underwriter 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, 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 New York Supreme Court, County of New York, or in the United States District Court for the Southern District 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 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 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 the underwriter 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.


 






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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 Holder
Not Deemed a Shareholder. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this
Purchase Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose,
nor shall anything contained in this Purchase Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of
this Purchase Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate
action (whether any reorganization, issue of share, reclassification of share, consolidation, merger, conveyance or otherwise), receive
notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Shares which it
is then entitled to receive upon the due exercise of this Purchase Warrant. In addition, nothing contained in this Purchase Warrant shall
be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Purchase Warrant or otherwise)
or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.


 


9.10 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.


 


[Signature Page Follows]


 




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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.


 


	 	MAGIC EMPIRE GLOBAL LIMITED
	 	 	 
	 	By: 	 
	 	 	Name: 	 
	 	 	Title: 	 


 




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EXHIBIT A


Exercise Notice


 


Form to be used to exercise Purchase Warrant:


 


Date: __________, 20___


 


The undersigned hereby elects
irrevocably to exercise the Purchase Warrant for ______ Ordinary Shares of Magic Empire Global Limited, a British Virgin Islands company
(the “Company”) and hereby makes payment of $____ (at the rate of $____ per Ordinary Share) in payment of the Exercise
Price pursuant thereto. Please issue the Ordinary 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 Ordinary Shares for which this Purchase Warrant has
not been exercised.


 


or


 


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


 


	 	 X	 =	Y(A-B)	 
	 	A	 
	Where,	X	=	The number of Ordinary Shares to be issued to Holder;
	 	Y	=	The number of Ordinary Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Ordinary Share which is equal to $_____; and
	 	B	=	The Exercise Price which is equal to $______ per Ordinary Share


 


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 Ordinary
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 Ordinary Shares for which this Purchase Warrant has not been converted.


 


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.


 




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EXHIBIT B


Assignment Notice


 


Form to be used to assign Purchase Warrant:


 


ASSIGNMENT


 


(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   ordinary shares of Magic Empire Global Limited, a British
Virgin Islands company (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to
transfer such right on the books of the Company.


 


Dated: ,
20


 


Signature


 


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, other than a savings bank, or by a trust company or by a firm having membership on a registered
national securities exchange.


 


 


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