Exhibit 4.2


 


Underwriter’s Warrant


 


THE REGISTERED
HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY
(180) DAYS BEGINNING ON THE date of the commencemEnt of sales of the offering pursuant the registration statement No: 333-267999
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE
THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF NETWORK 1 FINANCIAL SECURITIES, INC., EACH OF WHOM SHALL HAVE AGREED
TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES
ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE
ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(e)(2).


 


THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR
TO [●], 202_1. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 202_2 .


 


ORDINARY SHARES PURCHASE WARRANT


 


For the Purchase of [●] Ordinary Shares


 


of


 


PRESTIGE WEALTH INC.


 


1. Purchase
Warrant. THIS ORDINARY SHARES PURCHASE WARRANT (this “Purchase Warrant”) certifies that, pursuant to that certain
Underwriting Agreement by and between Prestige Wealth Inc., an exempted company incorporated in the Cayman Islands (the “Company”)
and Network 1 Financial Securities, Inc. (“Network 1”), dated [●], 202_ (the “Underwriting Agreement”),
Network 1 (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of this Purchase
Warrant, is entitled, at any time or from time to time from [●], 202_ (the “Exercise Date”)3, and
at or before 5:00 p.m., Eastern time, [●], 202_2 (the “Expiration Date”), but not thereafter, to subscribe
for, purchase and receive, in whole or in part, up to [●] ordinary shares of the Company, par value of US$0.000625 per share (the
“Shares”)4, subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day
on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next
succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending
on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is
initially exercisable at US$[●] per Share (120% of the price of the Shares sold in the Offering); provided, however, that upon the
occurrence of any of the events specified in Section 5 hereof, the rights granted by this Purchase Warrant, including the exercise
price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise
Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. Any term not defined
herein shall have the meaning ascribed thereto in the Underwriting Agreement. The Purchase Warrant is redeemable.


 


2. Exercise.


 


2.1 Exercise Form.
In order to exercise this Purchase Warrant, the exercise form attached hereto as Exhibit A (the “Exercise Form”)
must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price
for the Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company.
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.
If at any time after the Exercise Date and until the Expiration Date, there is no effective registration statement registering, or the
prospectus contained therein is not available for the issuance of the Shares to the Holder, Holder may elect to receive the number of
Shares equal to the value of this Purchase Warrant (or the portion thereof being exercised), by surrender of this Purchase Warrant to
the Company, together with the Exercise Form, 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 Shares to be issued to Holder;


 


Y = The number of Shares that would be
issuable upon exercise of this Purchase Warrant in accordance with the terms of this Purchase Warrant if such exercise were by means of
a cash exercise rather than a cashless exercise;


 


A = The fair market value of one Share;
and


 


B = The Exercise Price of this Purchase
Warrant, as adjusted hereunder.


 


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


 


(i) if the Company’s ordinary
shares are traded on a securities exchange, the value shall be deemed to be the closing price on such exchange on the trading day immediately
prior to the Exercise Form being submitted in connection with the exercise of this Purchase Warrant; or


 


(ii) if the Company’s
ordinary shares are traded over-the-counter, the value shall be deemed to be the closing bid price on the trading day immediately prior
to the Exercise Form being submitted in connection with the exercise of the Purchase Warrant;


 


(iii) 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.


 


2.3 Legend. Each certificate
for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities have been registered under
the Securities Act of 1933, as amended (the “Act”):


 


“(i) “THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
APPLICABLE STATE LAW. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS
FOLLOWING THE COMMENCEMENT OF SALES OF THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY’S SECURITIES (FILE NO.
333-267999)) AND MAY NOT BE (A) SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN NETWORK 1 FINANCIAL SERVICES,
INC. OR BONA FIDE OFFICERS OR MEMBERS OR PARTNERS OF NETWORK 1 FINANCIAL SECURITIES, INC., OR (B) CAUSED TO BE THE SUBJECT OF ANY HEDGING,
SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS SECURITIES HEREUNDER,
EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2).”


 






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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 of
one hundred eighty (180) days following the date of commencement of sales of the offering: (a) sell, transfer, assign, pledge or hypothecate
this Purchase Warrant or any of the Shares issuable hereunder to anyone other than: (i) Network 1 or a selected dealer participating in
the Offering contemplated by the Underwriting Agreement, or (ii) officers or partners of Network 1, each of whom shall have agreed to
the restrictions contained herein, in accordance with FINRA Rule 5110(e)(1), or (b) cause this Purchase Warrant or the securities issuable
hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic
disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(e)(2). The registered Holder
of this Purchase Warrant will have the option to exercise, transfer or assign this Purchase Warrant at any time, provided that underlying
securities shall not be transferred during the lock-up period; i.e., the Shares shall remain subject to the 180-day lock-up period. On
and after that date that is one hundred eighty (180) days after the commencement of sales of the offering, 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 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 Holder 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 relating to the offer and sale of such securities that includes a current prospectus has been filed and declared effective by
the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law
has been established.


 


4. New
Purchase Warrants to be Issued.


 


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


 


4.2 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. 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.


 


5. Adjustments.


 


5.1 Adjustments to Exercise
Price and Number of Shares. The Exercise Price and the number of Shares underlying this Purchase Warrant shall be subject to adjustment
from time to time as hereinafter set forth:


 


5.1.1 Share Dividends; Split
Ups. If, after the date hereof, and subject to the provisions of Section 5.3 below, the number of outstanding Shares is increased
by a share dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof, the number
of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding shares, and the Exercise Price shall
be proportionately decreased.


 


5.1.2 Aggregation of Shares.
If, after the date hereof, and subject to the provisions of Section 5.3 below, the number of outstanding Shares is decreased by
a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date thereof, the number of
Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares, and the Exercise Price shall be
proportionately increased.


 






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5.1.3 Replacement of Shares
upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than a change covered
by Section 5.1.1 or Section 5.1.2 hereof or that solely affects the par value of such 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 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 shares of stock or other
securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or
consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable
upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares
covered by Section 5.1.1 or Section 5.1.2, then such adjustment shall be made pursuant to Section 5.1.1, Section
5.1.2 and this Section 5.1.3. The provisions of this Section 5.1.3 shall similarly apply to successive reclassifications,
reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.


 


5.1.4 Changes in Form of
Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 5.1, and
Purchase Warrants issued after such change may state the same Exercise Price and the same number of 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.


 


5.2 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 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 shares of stock and other securities and property receivable upon such consolidation or share reconstruction or
amalgamation, by a holder of the number of Shares of the Company for which such Purchase Warrant might have been exercised immediately
prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall provide
for adjustments which shall be identical to the adjustments provided for in this Section 5. The above provision of this Section
5 shall similarly apply to successive consolidations or share reconstructions or amalgamations.


 


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


 


6. [intentionally omitted]


 


7. Reservation
and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance
upon exercise of this Purchase Warrant, such number of Shares or other securities, properties or rights as shall be issuable upon the
exercise thereof. The Company covenants and agrees that, upon exercise of this Purchase Warrant and payment of the Exercise Price therefor,
in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully
paid and non-assessable and not subject to preemptive 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 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 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 OTC Bulletin Board or any successor trading market) on which the Shares issued to the public in the Offering may then be listed and/or
quoted.


 






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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 (15) days
prior to the date fixed as a record date or the date of closing the transfer books (the “Notice Date”) for the determination
of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing
of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice
given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders.


 


8.2 Events Requiring Notice.
The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the
Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting
treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of its Shares
any additional shares of the Company or securities convertible into or exchangeable for shares of the Company, or any option, right or
warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation
or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.


 


8.3 Notice of Change in
Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 5 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 (1) when hand delivered, (2) when mailed by express mail or private courier service, (3) if sent by electronic mail, on the
day the notice was sent if during regular business hours and, if sent outside of regular business hours, on the following business day,
or (4) when the event requiring notice is disclosed in all material respects and filed in a Current Report on Form 6-K prior to the Notice
Date: (i) if to the registered Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or
(ii) if to the Company, to following address or to such other address as the Company may designate by notice to the Holders:


 


If to the Holder:


 


Network 1 Financial Securities, Inc.


2 Bridge Ave., Suite 241


Red Bank, NJ 07701


Attention: Adam Pasholk, Managing Director


Email: adampasholk@netw1.com


 


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


 


Loeb & Loeb
LLP


2206-19 Jardine
House


1 Connaught Place


Central, Hong Kong
SAR


Attention: Lawrence
Venick, Esq.


Email: lvenick@loeb.com


 






    5


     


    

 


If to the Company:


 


Prestige Wealth
Inc.


Suite 5102, 51/F, Cheung Kong Center


2 Queen’s Road Central, Hong Kong


Attention: Hongtao
Shi, CEO


Email: hs@prestigefh.com


 


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


 


Hunter Taubman Fischer & Li LLC


48 Wall Street, Suite 1100


New York, NY 10005


Attn: Ying Li, Esq. and Guillaume de Sampigny,
Esq.


Email: yli@htflawyers.com
and gdesampigny@htflawyers.com


 


9. Miscellaneous.


 


9.1 Amendments. The
Company and Network 1 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 Network 1 may deem necessary
or desirable and that the Company and Network 1 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
and respective successors 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. 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 Borough of Manhattan
in The City of New York (each, a “New York Court”), and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail,
return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8.4 hereof. Such mailing shall be
deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder
agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’
fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.


 


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.


 






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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 Network 1 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.


 


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 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.


 


[Remainder of page intentionally left blank]


 






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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 _______, 202_.


 


	Prestige Wealth Inc.	 
	 	 	 
	By: 	 	 
	Name: 	Hongtao Shi	 
	Title:	Director and Chief Executive Officer	 


 






    8


     


    

 


EXHIBIT A


EXERCISE FORM


 


Form to be used to exercise Purchase Warrant:


 


Date: __________, 20___


 


The undersigned hereby elects
irrevocably to exercise the Purchase Warrant for ______ ordinary shares of Prestige Wealth Inc. of a par value of US$0.000625 each, an
exempted company incorporated in the Cayman Islands (the “Company”) and hereby makes payment of US$____ (at the rate
of US$____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the 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 Shares
for which this Purchase Warrant has not been exercised.


 


or


 


The undersigned hereby elects
irrevocably to convert its right to purchase ___ Shares under the Purchase Warrant for ______ Shares, as determined 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 that would be
issuable upon exercise of this Purchase Warrant in accordance with the terms of this Purchase Warrant if such exercise were by means of
a cash exercise rather than a cashless exercise;


 


A = The fair market value of one Share;
and


 


B = The Exercise Price of this Purchase
Warrant, as adjusted hereunder


 


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 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 Shares for which this Purchase Warrant has not been exercised.


 


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.


 






    9


     


    

 


EXHIBIT B


ASSIGNMENT FORM


 


Form to be used to assign
Purchase Warrant:


 


(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 Prestige Wealth Inc., an exempted company incorporated
in the Cayman Islands (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer
such right on the books of the Company to


 


_______________________________________________
whose address is


 


_______________________________________________________________.


 


_______________________________________________________________


 


Dated: ____________, 20__


 


Holder’s Signature:
_____________________________


 


Holder’s Address: _____________________________


 


_____________________________


 


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 or trust company. Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing Purchase Warrant.


 


 


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