Exhibit 4.2


 


THIS WARRANT AND THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE
STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION
IS NOT REQUIRED UNDER THE 1933 ACT AS SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE LAWS IS AVAILABLE.


 


WARRANT TO PURCHASE


COMMON STOCK
OF


VCI GLOBAL LIMITED


 


	Date of Issuance: FEBRUARY 11, 2022	Warrant No. _____


 


This certifies that,
for value received, VCI Global Limited, a British Virgin Islands business company (the “Company”), grants Exchange
Listing LLC, or its registered assigns (the “Registered Holder”), the right to subscribe for and purchase from
the Company, at the Exercise Price (as defined herein), from and after 9:00 a.m. New York Time on February 11, 2022 (the “Issuance
Date”) and to and including 5:00 p.m., New York Time, on February 11, 2027 (the “Expiration Date”), 300,000
the shares of Common Stock (the “Warrant Shares”), par value


$0.001 per share (the “Common
Stock”), subject to the provisions and upon the terms and conditions herein set forth. The “Exercise Price” for
each share of Common Stock issuable to the Registered Holder shall be $4.00 per share.


 


Capitalized terms used
and not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreement.


 


Section 1.      Recordation
on Books of the Company. The Company shall record this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Records”), in the name of the Registered Holder. The Company may deem and treat the Registered Holder as the
absolute owner of this Warrant for the purpose of any exercise hereof or any distribution to the Registered Holder.


 


Section 2.      Registration of Transfers and Exchanges.


 


(a)       Subject
to Section 9 hereof, the Company shall register the transfer of this Warrant, in whole or in part, upon records to be maintained by the
Company for that purpose, upon surrender of this Warrant, with the Form of Assignment attached hereto completed and duly endorsed by the
Registered Holder, to the Company at the office specified in or pursuant to Section 3(b). Upon any such registration of transfer, a new
Warrant, in substantially the form of this Warrant, evidencing the Common Stock purchase rights so transferred shall be issued to the
transferee and a new Warrant, in similar form, evidencing the remaining Common Stock purchase rights not so transferred, if any, shall
be issued to the Registered Holder.


 


(b)       This
Warrant is exchangeable, upon the surrender hereof by the Registered Holder at the office of the Company specified in or pursuant to Section
3(b) hereof, for new Warrants, in substantially the form of this Warrant evidencing, in the aggregate, the right to purchase the number
of Warrant Shares which may then be purchased hereunder, each of such new Warrants to be dated the date of such exchange and to represent
the right to purchase such number of Warrant Shares as shall be designated by the Registered Holder at the time of such surrender.


 


Section 3.      Duration and Exercise of this Warrant.


 


(a)       This
Warrant shall be exercisable by the Registered Holder as to the Warrant Shares at any time during the period commencing on the
Issuance Date and ending on the Expiration Date. At 5:00 p.m., New York Time, on the Expiration Date, this Warrant, to the extent
not previously exercised, shall become void and of no further force or effect.


 


 


 




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(b)       Subject
to Section 7 hereof, upon exercise or surrender of this Warrant, with the Form of Election to Purchase attached hereto completed and
duly endorsed by the Registered Holder, to the Company at B03-C-8, Menara 3A, No 3, Jalan Bangsar, KL Eco City, 59200, Kuala Lumpur,
Attention: Dato' Victor Hoo, CEO, or at such other address as the Company may specify in writing to the Registered Holder, or via e-mail
to datovictor@v-capital.co and upon payment of the Exercise Price multiplied by the number of Warrant Shares then issuable upon
exercise of this Warrant in lawful money of the United States of America, all as specified by the Registered Holder in the Form of Election
to Purchase, the Company shall promptly issue and cause to be delivered to or upon the written order of the Registered Holder, and in
such name or names as the Registered Holder may designate, a certificate for the Warrant Shares issued upon such exercise. Any person
so designated in the Form of Election to Purchase, duly endorsed by the Registered Holder, as the person to be named on the certificates
for the Warrant Shares, shall be deemed to have become holder of record of such Warrant Shares, evidenced by such certificates, as of
the Date of Exercise (as defined below) of such Warrant.


 


(c)       The
Registered Holder may pay the applicable Exercise Price pursuant to Section 3(b), at the option of the Registered Holder, either (i) by
cashier’s or certified bank check payable to the Company, or (ii) by wire transfer of immediately available funds to the account
which shall be indicated in writing by the Company to the Registered Holder, in either case, in an amount equal to the product of the
Exercise Price multiplied by the number of Warrant Shares being purchased upon such exercise (the “Aggregate Exercise Price”).
The “Date of Exercise” of any Warrant means the date on which the Company shall have received (i) this Warrant, with the Form
of Election to Purchase attached hereto appropriately completed and duly endorsed, and (ii) payment of the Aggregate Exercise Price as
provided herein.


 


(d)       Cashless
Exercise. In lieu of exercising this Warrant by payment of cash by wire transfer or check payable to the order of the Company, Registered
Holder may elect to receive the number of Warrant Shares equal to the amount of this Warrant (or the portion thereof being exercised),
by surrender of this Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall issue to
the Registered Holder, Warrant Shares in accordance with the following formula:


 


	X	=	Y(A-B)	 	 
	 	 	A	 	 
	Where,	 	 	 	 
	 	 	X	=	The number of Shares to be issued to Registered Holder;
	 	 	Y	=	The number of Shares for which the Warrant is being exercised;
	 	 	A	=	The fair market value of one Share; and
	 	 	B	=	The Exercise Price.


 


For purposes of this
Section 3.1(d), the fair market value of a Share is defined as closing price on the Company’s primary exchange or the over-the-counter
trading platform on the day prior to the Date of Exercise or if there is no active public market, the value shall be the fair market value
thereof, as determined in good faith by the Company’s Board of Directors.


 


(e)       This
Warrant will be exercisable either in its entirety or, from time to time, for part, only of the number of Warrant Shares which are issuable
hereunder. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificates for
the Warrant Shares issued pursuant to such exercise, deliver to the Registered Holder a new Warrant evidencing the rights to purchase
the remaining Warrant Shares, which Warrant shall be substantially in the form of this Warrant.


 


 


 




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Section 4.       Payment
of Expenses. The Company will pay all expenses (other than any federal or state taxes, including without limitation income taxes,
or similar obligations of the Registered Holder) attributable to the preparation, execution, issuance and delivery of this Warrant, any
new Warrant and the Warrant Shares.


 


Section 5.       Mutilated
or Missing Warrant Certificate. If this Warrant is mutilated, lost, stolen or destroyed, upon request by the Registered Holder, the
Company will issue, in exchange for and upon cancellation of the mutilated Warrant, or in substitution for the lost, stolen or destroyed
Warrant, a substitute Warrant, in substantially the form of this Warrant, of like tenor, but, in the case of loss, theft or destruction,
only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of this Warrant and, if requested
by the Company, indemnity also reasonably satisfactory to it.


 


Section 6.         Listing and Issuance of Warrant Shares.


 


(a)       The
Company will, at its expense, use it best efforts to cause such shares to be included in or listed on (subject to issuance or notice of
issuance of Warrant Shares) all markets or stock exchanges in or on which the Common Stock is included or listed not later than the date
on which the Common Stock is first included or listed on any such market or exchange and will thereafter maintain such inclusion or listing
of all shares of Common Stock from time to time issuable upon exercise of this Warrant.


(b)       Before
taking any action which could cause an adjustment pursuant to Section 7 hereof reducing the Exercise Price below the par value of the
Warrant Shares, the Company will take any corporate action which may be necessary in order that the Company may validly and legally issue
at the Exercise Price, as so adjusted, Warrant Shares that are fully paid and non-assessable.


 


(c)       The
Company covenants that all Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be (i) duly authorized, fully
paid and nonassessable, and (ii) free from all liens, charges and security interests.


 


(d)       The
Company shall not effect the exercise of this Warrant, and the Registered Holder shall not have the right to exercise this Warrant, to
the extent that after giving effect to such exercise, the Registered Holder (together with such Registered Holder's affiliates) would
beneficially own in excess of 4.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes
of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Registered Holder and its affiliates
shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such
sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised
portion of this Warrant beneficially owned by such Registered Holder and its affiliates and (B) exercise or conversion of the unexercised
or unconverted portion of any other securities of the Company beneficially owned by such Registered and its affiliates (including, without
limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous
to the limitation contained herein.


 


Section 7.           Adjustment of Number of Warrant Shares.


 


(a)       The
number of Warrant Shares to be purchased upon exercise hereof is subject to change or adjustment from time to time as hereinafter provided:


 


(i)       Reverse
Stock Split. In the event that the Company undertakes a reverse split prior to or simultaneous with the Senior Exchange Listing, the
warrants shall have reverse split protection so that the Consultant shall receive 300,000 warrants exercisable for five years at $4.00
per share after the reverse split;


 


(ii)       Adjustments
for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (a) consolidates with or merges into any
other corporation and is not the continuing or surviving corporation of such consolidation or merger, or (b) permits any other
corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in
connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any
other corporation or cash or any other assets, or (c) transfers all or substantially all of its properties and assets to any other
corporation, or (d) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that
holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common
Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner
provided in this subsection 7(a)(ii), the Registered Holder, upon the exercise of this Warrant at any time after the consummation of
such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive to 300,000 shares at $4.00
per share, in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities,
cash and/or assets to which such holder would have been entitled upon such consummation if the Registered Holder had so exercised
this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible
to the adjustments provided for in this Section).


 


 


 




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		(b)	Other Notices. In case at any time:



  


(i)       the Company shall declare
any cash dividend on its Common Stock;


 


(ii)       the
Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to
the holders of its Common Stock;


 


(iii)       the
Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class
or other rights;


 


(iv)       the
Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash
dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock);


 


(v)       there
shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company
with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no
change occurs in the Company’s Common Stock), or sale of all or substantially all of its assets to another corporation; or


 


(vi)       there
shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the
Company;


 


then, in any one or more of said cases
the Company shall give written notice, addressed to the Registered Holder at the address of such Registered Holder as shown on the books
of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution
or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding
up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate)
the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or
shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action,
as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action
in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed
in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration
statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.


 


(c)       Statement
on Warrants. The form of this Warrant need not be changed because of any change in the Exercise Price or in the number or kind of
shares purchasable upon the exercise of a Warrant. However, the Company may at any time in its sole discretion make any change in the
form of the Warrant that it may deem appropriate and that does not affect the substance thereof and any Warrant thereafter issued, whether
in exchange or substitution for any outstanding Warrant or otherwise, may be in the form so changed.


 


 


 




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(d)       Fractional
Interest. The Company will not be required to issue fractional Warrant Shares on the exercise of the Warrants. The number of
full Warrant Shares which shall be issuable upon such exercise shall be computed on the basis of the aggregate number of whole
shares of Common Stock purchasable on the exercise of the Warrants so presented. If any fraction of a share of Common Stock would,
except for the provisions of this Section 7(b) be issuable on the exercise of the Warrants (or specified proportion thereof), the
Company shall pay an amount in cash calculated by it to be equal to the then fair value of one share of Common Stock, as determined
by the Board of Directors of the Company in good faith, multiplied by such fraction computed to the nearest whole cent.


 


Section 8.          No Rights
or Liabilities as a Stockholder. The Registered Holder shall not be entitled to vote or be deemed the holder of Common Stock or any
other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained herein be construed
to confer upon the holder of this Warrant, as such, the rights of a stockholder of the Company or the right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof, or give or withhold consent to any corporate action or
to receive notice of meetings or other actions affecting stockholders (except as provided herein), or to receive dividends or subscription
rights or otherwise, until the Date of Exercise shall have occurred. No provision of this Warrant, in the absence of affirmative action
by the Registered Holder hereof to purchase shares of Common Stock, and no mere enumeration herein of the rights and privileges of the
Registered Holder, shall give rise to any liability of such holder for the Exercise Price or as a stockholder of the Company, whether
such liability is asserted by the Company or by creditors of the Company.


 


Section 9.           Transfer Restrictions; Registration of the
Warrant and Warrant Shares.


 


(a)       Neither
the Warrant nor the Warrant Shares have been registered under the 1933 Act. The Registered Holder, by acceptance hereof, represents that
it is acquiring this Warrant to be issued to it for its own account and not with a view to the distribution thereof, and agrees not to
sell, transfer, pledge or hypothecate this Warrant, any purchase rights evidenced hereby or any Warrant Shares unless a registration statement
is effective for this Warrant or the Warrant Shares under the 1933 Act, or in the opinion of such Registered Holder’s counsel reasonably
satisfactory to the Company, a copy of which opinion shall be delivered to the Company, such registration is not required as some other
exemption from the registration requirement of the 1933 Act and applicable laws is available.


 


(b)       Subject
to the provisions of the following paragraph of this Section 9, each Certificate for Warrant Shares shall be stamped or otherwise imprinted
with a legend in substantially the following form:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS
AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
SUCH SECURITIES UNDER THE 1933 ACT, AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED
UNDER THE 1933 ACT AS SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE LAWS IS AVAILABLE.


 


(c)       The
restrictions and requirements set forth in the foregoing paragraph shall apply with respect to Warrant Shares unless and until such Warrant
Shares are sold or otherwise transferred pursuant to an effective registration statement under the 1933 Act or are otherwise no longer
subject to the restrictions of the 1933 Act, at which time the Company agrees to promptly cause such restrictive legends to be removed
and stop transfer restrictions applicable to such Warrant Shares to be rescinded.


 


(d)       Whenever
the Company proposes to register any of its securities under the Securities Act, the Company will give prompt written notice to the Registered
Holder of its intention to effect such registration and will include in such registration all Common Stock underlying this Warrant with
respect to which the Company has received a written notice from the Registered Holder for inclusion therein within 15 days after the receipt
of the Company’s notice.


 


 


 




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Section 10.      Notices.
All notices and other communications relating to this Warrant shall be in writing and shall be deemed to have been duly given if delivered
personally or sent by United States certified or registered first-class mail, postage prepaid, return receipt requested, or overnight
air courier guaranteeing next day delivery to the parties hereto at the following addresses or at such other address as any party hereto
shall hereafter specify by notice to the other party hereto:


 


(a)       If
to the Registered Holder of this Warrant or the holder of the Warrant Shares, addressed to the address of such Registered Holder or holder
as set forth on books of the Company or otherwise furnished by the Registered Holder or holder to the Company.


 


(b)       If to the Company, addressed
to: VCI Global Limited


B03-C-8, Menara 3A,


No 3, Jalan Bangsar KL Eco City


59200, Kuala Lumpur


Attn: Dato' Victor Hoo


datovictor@v-capital.co


 


A notice or communication will be effective
(i) if delivered in person, by e-mail or by overnight courier, on the business day it is delivered, and (ii) if sent by registered or
certified mail, the earlier of the date of actual receipt by the party to whom such notice is required to be given or three (3) days after
deposit in the United States mail.


 


Section 11.      Binding
Effect. This Warrant shall be binding upon and inure to the sole and exclusive benefit of the Company, its successors and assigns,
and the holder or holders from time to time of this Warrant and the Warrant Shares.


 


Section 12.      Survival
of Rights and Duties. This Warrant shall terminate and be of no further force and effect on the earlier of (i) 5:00 p.m., New York
Time, on the Expiration Date and (ii) the date on which this Warrant and all purchase rights evidenced hereby have been exercised, except
that the provisions of Sections 6(c) and 9 hereof shall continue in full force and effect after such termination date.


 


Section 13.      Governing
Law. This Warrant shall be governed and controlled as to the validity, enforcement, interpretations, construction and effect and in
all other aspects by the substantive laws of the State of Florida. In any action between or among any of the parties, whether arising
out of this Warrant or otherwise, each of the parties irrevocably consents to the exclusive jurisdiction and venue of the federal and
state courts located in Broward County, Florida.


 


Section 14.      Section
Headings. The Section headings in this Warrant are for purposes of convenience only and shall not constitute a part hereof.


  


[Signature Page to Follow]


 


 


 




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IN WITNESS WHEREOF, VCI Global Limited has
caused this Warrant to be duly executed in its corporate name by the manual signature of its Chief Executive Officer.


 


	 	VCI GLOBAL LIMITED
	 	 
	 	By:	/s/ Dato' Victor Hoo
	 	Dato' Victor Hoo, CEO
	 	 
	 	Date:	February 11, 2022









 


 


 




    	 	7	 



     


    

  





FORM OF ELECTION TO PURCHASE


 


(To Be Executed Upon Exercise of this Warrant)


 


To VCI Global Limited:


 


The undersigned, the
record holder of this Warrant (Warrant No. ), hereby irrevocably elects to exercise the right, represented by this Warrant,
to purchase of the Warrant Shares and herewith and hereby tenders payment for such Warrant Shares to the order of VCI Global
Limited of $, representing the full purchase price for such shares at the price per share provided for in such Warrant and
the delivery of any applicable taxes payable by the undersigned pursuant to such Warrant.


or


In lieu of exercising
this Warrant by payment of cash by wire transfer or check payable to the order of the Company, Holder may elect to receive the number
of Warrant Shares equal to the value of this Warrant (or the portion thereof being exercised), by surrender of this Warrant to the Company,
in exchange for Warrant Shares in accordance with the following formula:


 


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


 


The undersigned requests that certificates for such shares
be issued in the name of:


  





	 	 



 


	 	 	 






 


(Please print name and address) Social
Security or Tax Identification No.


 


In the event that
not all of the purchase rights represented by the Warrant are exercised, a new Warrant, substantially identical to the attached Warrant,
representing the rights formerly represented by the attached Warrant which have not been exercised, shall be issued in the name of and
delivered to:


 








	 	 



 


	 	 	 






  


(Please print name and address) Social Security or Tax Identification
No.


 


	Dated:	 	 	 	 
	 	 	Exchange Listing LLC
	 	 	 	 
	 	 	By:	 
	 	 	(Name):	 
	 	 	(Title):	 






 


 


 




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FORM OF ASSIGNMENT


 


FOR VALUE RECEIVED,
_________hereby sells, assigns and transfers to each assignee set forth below all of the rights of the undersigned under the attached
Warrant (Warrant No. ) with respect to the number of shares of Common Stock covered thereby set forth opposite the name of such assignee
unto:


 


	 	 	 	 	Number of Shares of
	Name of Assignee	 	Address	 	Common Stock



  


If the total of
said purchase rights represented by the Warrant shall not be assigned, the undersigned requests that a new Warrant Certificate evidencing
the purchase rights not so assigned be issued in the name of and delivered to the undersigned.


   


	Dated:	 	 	Name of Holder (Print):	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
     

    

     
	 	 
	 	 	(Signature of Holder)	 



 


 


 






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