Exhibit
4.2





 


 


 


 


 


 


 


 


JIUZI
HOLDINGS INC.


 


and


 


AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC, as

Warrant Agent


 


Warrant
Agency Agreement


 


Dated
as of [●], 2021





 


 


 


 


 


 


 


 




    	 	 	 



     


    

 


WARRANT
AGENCY AGREEMENT


 


WARRANT
AGENCY AGREEMENT, dated as of [●], 2021 (“Agreement”), between Jiuzi Holdings Inc., a corporation organized
under the laws of the Cayman Islands (the “Company”), and American Stock Transfer & Trust Company, LLC, a limited
liability trust company organized under the laws of the State of New York (the “Warrant Agent”).


 


W
I T N E S S E T H


 


WHEREAS,
pursuant to a registered offering (the “Offering”), the Company intends to issue and sell to the underwriters (the
“Underwriters”), for whom Maxim Group LLC is acting as representative (the “Representative”) up
to [●] Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”) and [●] warrants
(the “Warrants”) to purchase [●] Ordinary Shares (the “Warrant Shares”) at a price of $[●]
per share (or [●]% of the price of each Ordinary Share and Warrant sold in the Offering); and


 


WHEREAS,
the Company granted an over-allotment option to the Representative on behalf of the Underwriters to purchase up to an additional [*]
Ordinary Shares, and/or up to an additional [●] Warrants (collectively, the “Over-Allotment Option”); and


 


WHEREAS,
upon the terms and subject to the conditions hereinafter set forth and pursuant to an effective registration statement on Form F-1, as
amended (File No. 333-[ ]) (the “Registration Statement”), and the terms and conditions of the Warrant Certificate
(as defined below), the Company wishes to issue the Warrants in book entry form entitling the respective holders of the Warrants (the
“Holders,” which term shall include a Holder’s transferees, successors and assigns and “Holder”
shall include, if the Warrants are held in “street name,” a Participant (as defined below) or a designee appointed by such
Participant) to purchase Ordinary Shares on the terms set forth therein; and


 


WHEREAS,
the Ordinary Shares and Warrants to be issued in connection with the Offering shall be issued separately but purchased together in the
Offering; and


 


WHEREAS,
the Company wishes the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with
the issuance, registration, transfer, exchange, exercise and replacement of the Warrants and, in the Warrant Agent’s capacity as
the Company’s transfer agent, the delivery of the Warrant Shares (as defined below).


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section
1. Certain Definitions. For purposes of this Agreement, all capitalized terms not defined elsewhere in this Agreement shall
have the meanings set forth below:


 


(a) “Affiliate”
has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


(b) “Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which the Nasdaq Stock Market is authorized or required by law or other governmental action to close.


 


(c) “Close
of Business” on any given date means 5:00 p.m., New York City time, on such date; provided, however,
that if such date is not a Business Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.


 


(d)
“Person” means an individual, corporation, association, partnership, limited liability company, joint venture,
trust, unincorporated organization, government or political subdivision thereof or governmental agency or other entity.


 




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(e) “Warrant
Certificate” means a certificate in substantially the form attached as Exhibit 1 hereto, representing such
number of Warrant Shares as is indicated therein, provided that any reference to the delivery of a Warrant Certificate in this Agreement
shall include delivery of a Definitive Certificate or a Global Warrant (each as defined below).


 


All
other capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.


 


Section
2. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance
with the terms and conditions hereof, and the Warrant Agent hereby accepts such appointment.


 


Section
3. Global Warrants.


 


(a) The
Warrants shall be registered securities and shall be evidenced by a global warrant (the “Global Warrants”), in the
form of the Warrant Certificate, which shall be deposited with the Warrant Agent and registered in the name of Cede & Co., a nominee
of The Depository Trust Company (the “Depositary”), or as otherwise directed by the Depositary. Ownership of beneficial
interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i)
the Depositary or its nominee for each Global Warrant or (ii) institutions that have accounts with the Depositary (such institution,
with respect to a Warrant in its account, a “Participant”).


 


(b) If
the Depositary subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the
Warrant Agent regarding other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no
longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary
to deliver to the Warrant Agent for cancellation each Global Warrant, and the Company shall instruct the Warrant Agent to deliver to
each Holder a Warrant Certificate.


 


(c) A
Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate
Request Notice (as defined below). Upon written notice by a Holder to the Company and the Warrant Agent for the exchange of some or all
of such Holder’s Global Warrants for a separate certificate in the form attached hereto as Exhibit 1 (such separate
certificate, a “Definitive Certificate”) evidencing the same number of Warrants, which request shall be in the form
attached hereto as Exhibit 2 (a “Warrant Certificate Request Notice” and the date of delivery of
such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the surrender
by the Holder to the Warrant Agent of a number of Global Warrants for the same number of Warrants evidenced by a Warrant Certificate,
a “Warrant Exchange”), the Company and the Warrant Agent shall promptly effect the Warrant Exchange and the Company
shall promptly issue and deliver to the Holder a Definitive Certificate for such number of Warrants in the name set forth in the Warrant
Certificate Request Notice. Such Definitive Certificate shall be dated the original issue date of the Warrants, manually executed by
an authorized signatory of the Company, and in the form attached hereto as Exhibit 1 and shall be reasonably acceptable
in all respects to such Holder. In connection with a Warrant Exchange, the Company agrees to deliver the Definitive Certificate to the
Holder within ten (10) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate
Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for any reason to deliver to the Holder
the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall
pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive
Certificate (based on the VWAP (as defined in the Warrants) of the Ordinary Shares on the Warrant Certificate Request Notice Date), $10
per Business Day for each Business Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or,
prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon
the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate
and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain
all of the terms and conditions of the Warrants evidenced by such Warrant Certificate and the terms of this Agreement, other than Sections
3(c), 3(d) and 9 herein, shall not apply to the Warrants evidenced by the Definitive Certificate. Notwithstanding anything herein to
the contrary, the Company shall act as warrant agent with respect to any Definitive Certificate requested and issued pursuant to this
section. Notwithstanding anything to the contrary contained in this Agreement, in the event of inconsistency between any provision in
this Agreement and any provision in a Definitive Certificate, as it may from time to time be amended, the terms of such Definitive Certificate
shall control.


 






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(d) A
Holder of a Definitive Certificate (pursuant to a Warrant Exchange or otherwise) has the right to elect at any time or from time to time
a Global Warrants Exchange (as defined below) pursuant to a Global Warrants Request Notice (as defined below). Upon written notice by
a Holder to the Company for the exchange of some or all of such Holder’s Warrants evidenced by a Definitive Certificate for a beneficial
interest in Global Warrants held in book-entry form through the Depositary evidencing the same number of Warrants, which request shall
be in the form attached hereto as Exhibit 3 (a “Global Warrants Request Notice” and the date of delivery
of such Global Warrants Request Notice by the Holder, the “Global Warrants Request Notice Date” and the surrender
upon delivery by the Holder of the Warrants evidenced by Definitive Certificates for the same number of Warrants evidenced by a beneficial
interest in Global Warrants held in book-entry form through the Depositary, a “Global Warrants Exchange”), the Company
shall promptly effect the Global Warrants Exchange and shall promptly direct the Warrant Agent to issue and deliver to the Holder Global
Warrants for such number of Warrants in the Global Warrants Request Notice, which beneficial interest in such Global Warrants shall be
delivered by the Depositary’s Deposit or Withdrawal at Custodian system to the Holder pursuant to the instructions in the Global
Warrants Request Notice. In connection with a Global Warrants Exchange, the Company shall direct the Warrant Agent to deliver the beneficial
interest in such Global Warrants to the Holder within ten (10) Business Days of the Global Warrants Request Notice pursuant to the delivery
instructions in the Global Warrant Request Notice (“Global Warrants Delivery Date”). If the Company fails for any
reason to deliver to the Holder Global Warrants subject to the Global Warrants Request Notice by the Global Warrants Delivery Date, the
Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by
such Global Warrants (based on the VWAP (as defined in the Warrants) of the Ordinary Shares on the Global Warrants Request Notice Date),
$10 per Business Day for each Business Day after such Global Warrants Delivery Date until such Global Warrants are delivered or, prior
to delivery of such Global Warrants, the Holder rescinds such Global Warrants Exchange. The Company covenants and agrees that, upon the
date of delivery of the Global Warrants Request Notice, the Holder shall be deemed to be the beneficial owner of such Global Warrants. 


 


Section
4. Form of Warrant Certificates. The Warrant Certificate, together with the form of election to purchase Ordinary Shares
(“Notice of Exercise”) and the form of assignment to be printed on the reverse thereof, shall be in the form of Exhibit
1 hereto.


 


Section
5. Countersignature and Registration. The Global Warrant shall be executed on behalf of the Company by its Chief Executive
Officer or Chief Financial Officer, by manual, electronic or facsimile signature. The Global Warrant shall be countersigned by the Warrant
Agent by manual, electronic or facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer
of the Company who shall have signed any of the Global Warrant shall cease to be such officer of the Company before countersignature
by the Warrant Agent and issuance and delivery by the Company, such Global Warrant, nevertheless, may be countersigned by the Warrant
Agent, issued and delivered with the same force and effect as though the person who signed such Global Warrant had not ceased to be such
officer of the Company; and any Global Warrant may be signed on behalf of the Company by any person who, at the actual date of the execution
of such Global Warrant, shall be a proper officer of the Company to sign such Global Warrant, although at the date of the execution of
this Warrant Agreement any such person was not such an officer.


 


The
Warrant Agent will keep or cause to be kept, at one of its offices, or at the office of one of its agents, books for registration and
transfer of the Global Warrants issued hereunder. Such books shall show the names and addresses of the respective Holders of the Global
Warrant, the number of warrants evidenced on the face of each of such Global Warrant and the date of each of such Global Warrant. The
Company will keep or cause to be kept at one of its offices, books for the registration and transfer of any Definitive Certificates issued
hereunder and the Warrant Agent shall not have any obligation to keep books and records with respect to any Definitive Warrants. Such
Company books shall show the names and addresses of the respective Holders of the Definitive Certificates, the number of warrants evidenced
on the face of each such Definitive Certificate and the date of each such Definitive Certificate.


 






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Section
6. Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates.
With respect to the Global Warrant, subject to the provisions of the Warrant Certificate and the last sentence of this first paragraph
of Section 6 and subject to applicable law, rules or regulations, or any “stop transfer” instructions the Company may give
to the Warrant Agent, at any time after the closing date of the Offering, and at or prior to the Close of Business on the Termination
Date (as such term is defined in the Warrant Certificate), any Global Warrant or Global Warrants may be transferred, split up, combined
or exchanged for another Global Warrant or Global Warrants, entitling the Holder to purchase a like number of Ordinary Shares as the
Global Warrant or Global Warrants surrendered then entitled such Holder to purchase. Any Holder desiring to transfer, split up, combine
or exchange any Global Warrant shall make such request in writing delivered to the Warrant Agent, and shall surrender the Global Warrant
to be transferred, split up, combined or exchanged at the principal office of the Warrant Agent. Any requested transfer of Warrants,
whether in book-entry form or certificate form, shall be accompanied by reasonable evidence of authority of the party making such request
that may be required by the Warrant Agent. Thereupon the Warrant Agent shall, subject to the last sentence of this first paragraph of
Section 6, countersign and deliver to the Person entitled thereto a Global Warrant or Global Warrants, as the case may be, as so requested.
The Company may require payment from the Holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection
with any transfer, split up, combination or exchange of Global Warrants. The Company shall compensate the Warrant Agent per the fee schedule
mutually agreed upon by the parties hereto and provided separately on the date hereof.


 


Upon
receipt by the Warrant Agent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate,
which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion thereof remaining,
and, in case of loss, theft or destruction, of indemnity in customary form and amount (but, with respect to any Definitive Certificates,
shall not include the posting of any bond by the Holder), and satisfaction of any other reasonable requirements established by Section
8-405 of the Uniform Commercial Code as in effect in the State of Delaware, and reimbursement to the Company and the Warrant Agent of
all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated,
the Company will make and deliver a new Warrant Certificate of like tenor to the Warrant Agent for delivery to the Holder in lieu of
the Warrant Certificate so lost, stolen, destroyed or mutilated.


 


Section
7. Exercise of Warrants; Exercise Price; Termination Date.


 


(a) The
Warrants shall be exercisable commencing on the Initial Exercise Date (as defined in the Warrant Certificate). The Warrants shall cease
to be exercisable and shall terminate and become void as set forth in the Warrant Certificate. Subject to the foregoing and to Section
7(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon surrender of the Warrant Certificate, if required,
with the executed Notice of Exercise and payment of the Exercise Price (as defined in the Warrant Certificate), which may be made, at
the option of the Holder, by wire transfer or by certified or official bank check in United States dollars, to the Warrant Agent at the
principal office of the Warrant Agent or to the office of one of its agents as may be designated by the Warrant Agent from time to time.
In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Notice of Exercise and the payment of the Exercise
Price as described herein. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial
interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar
functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate
instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing
corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services
provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment
at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will
receive interest on any deposits or Exercise Price. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee
(or other type of guarantee or notarization) of any Notice of Exercise be required. The Company hereby acknowledges and agrees that,
with respect to a Holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through
the Depositary (or another established clearing corporation performing similar functions), upon delivery of irrevocable instructions
to such Holder’s Participant to exercise such Warrants, that solely for purposes of Regulation SHO that such Holder shall be deemed
to have exercised such Warrants.


 


 


(b) Upon
receipt of a Notice of Exercise for a Cashless Exercise (as defined in the Warrant Certificate) the Company will promptly calculate and
transmit to the Warrant Agent the number of Warrant Shares issuable in connection with such Cashless Exercise and deliver a copy of the
Notice of Exercise to the Warrant Agent, which shall issue such number of Warrant Shares in connection with such Cashless Exercise.


 






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(c) Upon
the exercise of the Warrant Certificate pursuant to the terms of Section 2 of the Warrant Certificate, the Warrant Agent shall cause
the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant
Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Warrant Share
Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system of the Depositary
and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant
Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted
by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system.
For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 2(d)(i) or 2(d)(iv)
of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything
else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the
Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s
Warrant as set forth in Section 7(a) hereof by the Warrant Share Delivery Date, the Warrant Agent will not obligated to deliver such
Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Warrant Share Delivery Date shall
be deemed extended by one day for each day (or part thereof) until such payment is delivered to the Warrant Agent.


 


(d) The
Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company
maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise
the Company via email at the end of each day on which notices of exercise are received or funds for the exercise of any Warrant are received
of the amount so deposited to its account.


 


Section
8. Cancellation and Destruction of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise,
transfer, split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Warrant
Agent for cancellation or in canceled form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant Certificate
shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to
the Warrant Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other Warrant Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof. The Warrant Agent shall deliver all canceled Warrant Certificates
to the Company, or shall, at the written request of the Company, destroy such canceled Warrant Certificates, and in such case shall deliver
a certificate of destruction thereof to the Company, subject to any applicable law, rule or regulation requiring the Warrant Agent to
retain such canceled certificates.


 


Section
9. Certain Representations; Reservation and Availability of Ordinary Shares or Cash.


 


(a) This
Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof
by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance
with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof
by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid
and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits
hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar
laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability
is considered in a proceeding in equity or at law).


 


(b) As
of the date hereof, the authorized capital stock of the Company consists of (i) 150,000,000 Ordinary Shares, par value $0.001 per share,
of which approximately [20,200,000] Ordinary Shares are issued and outstanding, and [*] Ordinary Shares are reserved for issuance upon
exercise of the Warrants. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options
or other rights to subscribe for or purchase from the Company any class of capital stock of the Company.


 




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(c) The
Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Ordinary Shares
or its authorized and issued Ordinary Shares held in its treasury, free from preemptive rights, the number of Ordinary Shares that will
be sufficient to permit the exercise in full of all outstanding Warrants.


 


(d) The
Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which
may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Ordinary Shares
upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable
in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for
Ordinary Shares in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to
issue or deliver any certificate for Ordinary Shares upon the exercise of any Warrants until any such tax or governmental charge shall
have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender)
or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.


 


Section
10. Ordinary Shares Record Date. Each Person in whose name any certificate for Ordinary Shares is issued (or to whose broker’s
account is credited Ordinary Shares through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed to have become
the holder of record for the Ordinary Shares represented thereby on, and such certificate shall be dated, the date on which submission
of the Notice of Exercise was made, provided that the Warrant Certificate evidencing such Warrant is duly surrendered (but only if required
herein) and payment of the Exercise Price (and any applicable transfer taxes) is received on or prior to the Warrant Share Delivery Date
and that the register of members of the Company is duly updated to reflect the same on the date on which submission of the Notice of
Exercise was made; provided, however, that if the date of submission of the Notice of Exercise is a date upon which the Ordinary Shares
register of members of the Company or transfer books of the Company are closed, such Person shall be deemed to have become the record
holder of such shares on, and such certificate shall be dated, the next succeeding day on which the Ordinary Shares transfer books of
the Company are open and the register of members of the Company shall be duly updated on such succeeding day.


 


Section
11. No Rights as Shareholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder
of Warrants, 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 Warrant Agreement be construed to confer upon a Holder, solely in its capacity as the registered
holder of Warrants, 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 stock, reclassification of share capital, consolidation, merger, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights or rights to participate in new issues of shares, or otherwise,
prior to the exercise of such Warrants by the Holder.


 


Section
12. Adjustment of Exercise Price, Number of Ordinary Shares or Number of the Company Warrants. The Exercise Price, the number
of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section
3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate,
the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than
Ordinary Shares, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment
from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained
in Section 3 of the Warrant Certificate and the provisions of Sections 7, 12, and 13 of this Agreement with respect to the Ordinary Shares
shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to
the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number
of Ordinary Shares purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided
herein.


  


Section
13. Certification of Adjusted Exercise Price or Number of Ordinary Shares. Whenever the Exercise Price or the number of Ordinary
Shares issuable upon the exercise of each Warrant is adjusted as provided in Section 12 or 14, the Company shall (a) promptly prepare
a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such
adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Ordinary Shares a copy of such certificate
and (c) instruct the Warrant Agent to send such brief statement to each Holder of a Warrant Certificate.


 






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Section
14. Fractional Ordinary Shares.


 


(a) The
Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional
Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such
fraction to the nearest whole Warrant (rounded down).


 


(b) The
Company shall not issue fractions of Ordinary Shares upon exercise of Warrants or distribute stock certificates which evidence fractional
Ordinary Shares. Whenever any fraction of an Ordinary Share would otherwise be required to be issued or distributed, the actual issuance
or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.


 


Section
15. Conditions of the Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon
the terms and conditions hereof, including the following to all of which the Company agrees and to all of which the rights hereunder
of the Holders from time to time of the Warrant Certificates shall be subject:


 


	 	(a)	Compensation
    and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto
    for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including
    reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused
    by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify
    the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful
    misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including
    the reasonable costs and expenses of defending against any claim of such liability.


 


	 	(b)	Agent
    for the Company. In acting under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent is
    acting solely as agent of the Company and does not assume any obligations or relationship of agency or trust for or with any of the
    Holders of Warrant Certificates or beneficial owners of Warrants.


 


	 	(c)	Counsel.
    The Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and the written advice
    of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it
    hereunder in good faith and in accordance with the advice of such counsel.


 


	 	(d)	Documents.
    The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted by it in reliance
    upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably
    believed by it to be genuine and to have been presented or signed by the proper parties.


 


	 	(e)	Certain
    Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest
    in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted
    by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on,
    or as depositary, trustee or agent for, any committee or body of Holders of Warrant Securities or other obligations of the Company
    as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant
    Agent from acting as trustee under any indenture to which the Company is a party.


 




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	 	(f)	No
    Liability for Interest. Unless otherwise agreed with the Company, the Warrant Agent shall have no liability for interest on any
    monies at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates.


 


	 	(g)	No
    Liability for Invalidity. The Warrant Agent shall have no liability with respect to any invalidity of this Agreement or the Warrant
    Certificates (except as to the Warrant Agent’s countersignature thereon).


 


	 	(h)	No
    Responsibility for Representations. The Warrant Agent shall not be responsible for any of the recitals or representations herein
    or in the Warrant Certificate (except as to the Warrant Agent’s countersignature thereon), all of which are made solely by
    the Company.


 


	 	(i)	No
    Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates
    specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against
    the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it
    in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The
    Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of the Warrant Certificates
    authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company
    of the proceeds of the Warrant Certificate. The Warrant Agent shall have no duty or responsibility in case of any default by the
    Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt
    of any written demand from a Holder of a Warrant Certificate with respect to such default, including, without limiting the generality
    of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law.


 


Section
16. Purchase or Consolidation or Change of Name of Warrant Agent. Any corporation into which the Warrant Agent or any successor
Warrant Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which
the Warrant Agent or any successor Warrant Agent shall be party, or any corporation succeeding to the corporate trust business of the
Warrant Agent or any successor Warrant Agent, shall be the successor to the Warrant Agent under this Agreement without the execution
or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible
for appointment as a successor Warrant Agent under the provisions of Section 18. In case at the time such successor Warrant Agent shall
succeed to the agency created by this Agreement any of the Warrant Certificates shall have been countersigned but not delivered, any
such successor Warrant Agent may adopt the countersignature of the predecessor Warrant Agent and deliver such Warrant Certificates so
countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor Warrant Agent
may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant
Agent; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.


 


In
case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned
but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver such Warrant Certificates so countersigned;
and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant
Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force
provided in the Warrant Certificates and in this Agreement.


 


Section
17. Duties of Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following
terms and conditions, by all of which the Company, by its acceptance hereof, shall be bound:


 


(a) The
Warrant Agent may consult with legal counsel reasonably acceptable to the Company (who may be legal counsel for the Company), and the
opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken or omitted
by it in good faith and in accordance with such opinion.


 






    	 	9	 



     


    

 


(b) Whenever
in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter
be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed
by the Chief Executive Officer, Chief Financial Officer or Vice President of the Company; and such certificate shall be full authentication
to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such
certificate. 


 


(c) Subject
to the limitation set forth in Section 14, the Warrant Agent shall be liable hereunder only for its own gross negligence, bad faith or
willful misconduct, or for a breach by it of this Agreement.


 


(d) The
Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the
Warrant Certificate (except its countersignature thereof) by the Company or be required to verify the same, but all such statements and
recitals are and shall be deemed to have been made by the Company only.


 


(e) The
Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except
its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this
Agreement or in any Warrant Certificate; nor shall it be responsible for the adjustment of the Exercise Price or the making of any change
in the number of Ordinary Shares required under the provisions of Section 12 or 14 or responsible for the manner, method or amount of
any such change or the ascertaining of the existence of facts that would require any such adjustment or change (except with respect to
the exercise of Warrants evidenced by the Warrant Certificates after actual notice of any adjustment of the Exercise Price); nor shall
it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares
to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any Ordinary Shares will, when issued, be duly authorized,
validly issued, fully paid and nonassessable.


 


(f) Each
party hereto agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered
all such further and other acts, instruments and assurances as may reasonably be required by the other party hereto for the carrying
out or performing by any party of the provisions of this Agreement.


 


(g) The
Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the Chief Executive
Officer or Chief Financial Officer of the Company, and to apply to such officers for advice or instructions in connection with its duties,
and it shall not be liable and shall be indemnified and held harmless for any action taken or suffered to be taken by it in good faith
in accordance with instructions of any such officer, provided Warrant Agent carries out such instructions without gross negligence or
willful misconduct.


 


(h) The
Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or
other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract
with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing
herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.


 


(i) The
Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or
by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct
of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, provided reasonable
care was exercised in the selection and continued employment thereof.


 




    	 	10	 



     


    

 


Section
18. Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30
days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant
Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to
the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders
of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such
removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or
by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then
the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided
that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any
successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under
the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust
powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant
Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the
same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but
the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder,
and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of
any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of
the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice
provided for in this Section 18, or any defect therein, shall not affect the legality or validity of the resignation or removal of the
Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.


 


Section
19. Issuance of New Warrant Certificates. Notwithstanding any of the provisions of this Agreement or of the Warrants to the
contrary, the Company may, at its option, issue new Warrant Certificates evidencing Warrants in such form as may be approved by its Board
of Directors to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or
other securities or property purchasable under the several Warrant Certificates made in accordance with the provisions of this Agreement.


  


Section
20. Notices. Notices or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder
of any Warrant Certificate to or on the Company, (ii) subject to the provisions of Section 18, by the Company or by the Holder of any
Warrant Certificate to or on the Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant Certificate
shall be deemed given (a) on the date delivered, if delivered personally, (b) on the first Business Day following the deposit thereof
with Federal Express or another recognized overnight courier, if sent by Federal Express or another recognized overnight courier, (c)
on the fourth Business Day following the mailing thereof with postage prepaid, if mailed by registered or certified mail (return receipt
requested), and (d) the date of transmission, if such notice or communication is delivered via facsimile or email attachment at or prior
to 5:30 p.m. (New York City time) on a Business Day and (e) the next Business Day after the date of transmission, if such notice or communication
is delivered via facsimile or email attachment on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any
Business Day, in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like
notice):


 


	 	(a)	If
    to the Company, to:


 

Jiuzi Holdings Inc.


No.168
Qianjiang Nongchang Gengwen Road, 15th Floor


Economic
and Technological Development Zone


Xiaoshan
District, Hangzhou City


Zhejiang
Province 310000


People’s
Republic of China


Tel:
+86-0571-82651956


Attn:
Shuibo Zhang, CEO


Email:
jacky@jzxny.club


 




    	 	11	 



     


    

 


	 	(b)	If
    to the Warrant Agent, to:


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Attn:
Relationship Management


Email:


 


For
any notice delivered by email to be deemed given or made, such notice must be followed by notice sent by overnight courier service to
be delivered on the next business day following such email, unless the recipient of such email has acknowledged via return email receipt
of such email.


 


(c) If
to the Holder of any Warrant Certificate to the address of such Holder as shown on the registry books of the Company. Any notice required
to be delivered by the Company to the Holder of any Warrant may be given by the Warrant Agent on behalf of the Company. Notwithstanding
any other provision of this Agreement, where this Agreement provides for notice of any event to a Holder of any Warrant, such notice
shall be sufficiently given if given to the Depositary (or its designee) pursuant to the procedures of the Depositary or its designee. 


 


Section
21. Supplements and Amendments.


 


(a) The
Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holders of Global
Warrants in order to add to the covenants and agreements of the Company for the benefit of the Holders of the Global Warrants or to surrender
any rights or power reserved to or conferred upon the Company in this Agreement, provided that such addition or surrender shall not adversely
affect the interests of the Holders of the Global Warrants or Warrant Certificates in any material respect.


 


(b) In
addition to the foregoing, with the consent of Holders of Warrants entitled, upon exercise thereof, to receive not less than a majority
of the Ordinary Shares issuable thereunder, the Company and the Warrant Agent may modify this Agreement for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Warrant Agreement or modifying in any manner the
rights of the Holders of the Global Warrants; provided, however, that no modification of the terms (including
but not limited to the adjustments described in Section 12) upon which the Warrants are exercisable or the rights of Holders of Warrants
to receive liquidated damages or other payments in cash from the Company or reducing the percentage required for consent to modification
of this Agreement may be made without the consent of the Holder of each outstanding Warrant Certificate affected thereby; provided
further, however, that no amendment hereunder shall affect any terms of any Warrant Certificate issued in a Warrant Exchange.
As a condition precedent to the Warrant Agent’s execution of any amendment, the Company shall deliver to the Warrant Agent a certificate
from a duly authorized officer of the Company that states that the proposed amendment complies with the terms of this Section 21.


 


Section
22. Successors. All covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns hereunder.


 


Section
23. Benefits of this Agreement. Nothing in this Agreement shall be construed to give any Person other than the Company, the
Holders of Warrant Certificates and the Warrant Agent any legal or equitable right, remedy or claim under this Agreement. This Agreement
shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the Holders of the Warrant Certificates. Notwithstanding
anything to the contrary contained herein, to the extent any provision of a Warrant Certificate conflicts with any provision of this
Agreement, the provisions of the Warrant Certificate shall govern and be controlling.


 


Section
24. Governing Law. This Agreement and each Warrant Certificate and Global Warrant issued hereunder shall be governed by,
and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of law principles thereof.


 


Section
25. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.








 


Section
26. Captions. The captions of the sections of this Agreement have been inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof.


 


Section
27. Information. The Company agrees to promptly provide to the Holders of the Warrants any information it provides to the
holders of the Ordinary Shares, except to the extent any such information is publicly available on the EDGAR system (or any successor
thereof) of the Securities and Exchange Commission.


 


[Signature
page follows]


 




    	 	12	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.





 


	 	JIUZI
    HOLDINGS INC.
	 	 
	 	By:	           
	 	 	Name:
    Shuibo Zhang
	 	 	Title:
    Chief Executive Officer
	 	 	 
	 	AMERICAN
    STOCK TRANSFER & TRUST COMPANY, LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	 	13	 



     


    

 


Exhibit
1


 


Form
of Warrant Certificate


 





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	 	14	 



     


    

 


Exhibit
2


 


Form
of Warrant Certificate Request Notice


 


WARRANT
CERTIFICATE REQUEST NOTICE


 


To:
American Stock Transfer & Trust Company, as Warrant Agent for Jiuzi Holdings Inc. (the “Company”)


 


The
undersigned Holder of Ordinary Shares Purchase Warrants (“Warrants”) in the form of Global Warrants issued by the
Company hereby elects to receive a Warrant Certificate evidencing the Warrants held by the Holder as specified below:


 


	1.	Name
    of Holder of Warrants in form of Global Warrants: _________________________


 


	2.	Name
    of Holder in Warrant Certificate (if different from name of Holder of Warrants in form of Global Warrants): ________________________________


 


	3.	Number
    of Warrants in name of Holder in form of Global Warrants: ___________________


 


	4.	Number
    of Warrants for which Warrant Certificate shall be issued: __________________


 


	5.	Number
    of Warrants in name of Holder in form of Global Warrants after issuance of Warrant Certificate, if any: ___________


 


	6.	Warrant
    Certificate shall be delivered to the following address:


 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


The
undersigned hereby acknowledges and agrees that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate,
the Holder is deemed to have surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to the number
of Warrants evidenced by the Warrant Certificate.


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: ___________________________________________


 


Signature
of Authorized Signatory of Investing Entity: _____________________


 


Name
of Authorized Signatory: _______________________________________


 


Title
of Authorized Signatory: ________________________________________


 


Date:
____________________________________________________________





 




    	 	15	 



     


    

 


Exhibit
3


 


Form
of Global Warrant Request Notice


 


GLOBAL
WARRANT REQUEST NOTICE


 


To:
American Stock Transfer & Trust Company, as Warrant Agent for Jiuzi Holdings Inc. (the “Company”)


 


The
undersigned Holder of Ordinary Shares Purchase Warrants (“Warrants”) in the form of Warrants Certificates issued by
the Company hereby elects to receive a Global Warrant evidencing the Warrants held by the Holder as specified below:


 


	1.	Name
    of Holder of Warrants in form of Warrant Certificates: ______________________


 


	2.	Name
    of Holder in Global Warrant (if different from name of Holder of Warrants in form of Warrant Certificates): ________________________________


 


	3.	Number
    of Warrants in name of Holder in form of Warrant Certificates: _____________


 


	4.	Number
    of Warrants for which Global Warrant shall be issued: __________________


 


	5.	Number
    of Warrants in name of Holder in form of Warrant Certificates after issuance of Global Warrant, if any: ___________


 


	6.	Global
    Warrant shall be delivered to the following address:


 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


The
undersigned hereby acknowledges and agrees that, in connection with this Global Warrant Exchange and the issuance of the Global Warrant,
the Holder is deemed to have surrendered the number of Warrants in form of Warrant Certificates in the name of the Holder equal to the
number of Warrants evidenced by the Global Warrant.


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: ____________________________________________


 


Signature
of Authorized Signatory of Investing Entity: _____________________


 


Name
of Authorized Signatory: _______________________________________


 


Title
of Authorized Signatory: ________________________________________


 


Date:
_____________________________________________________________


 







    	 	16	 



     


    

 


Exhibit
4


 


Warrant
Agent Fee Schedule



 





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





 


17