Exhibit 4.1


 





THE REGISTERED HOLDER OF THIS PURCHASE
WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED
AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE
WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT TO ANYONE OTHER
THAN (I) BOUSTEAD SECURITIES, LLC, OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE
OFFICER OR PARTNER OF BOUSTEAD SECURITIES, LLC, OR OF ANY SUCH UNDERWRITERS OR SELECTED DEALER.


 


THIS PURCHASE WARRANT IS NOT EXERCISABLE
PRIOR TO___, 2022. VOID AFTER 5:00 P.M., EASTERN TIME, _____, 2027.


 


UNDERWRITER’S WARRANT


 


FOR THE PURCHASE OF [●] ORDINARY
SHARES


 


OF


 


VCI GLOBAL LIMITED


 


1. Purchase Warrant. THIS CERTIFIES
THAT, pursuant to that certain Underwriting Agreement by and between VCI Global Limited, a British Virgin Islands company (the
“Company”), on one hand, and Boustead Securities, LLC (the “Holder”), on the other hand,
dated __, 2022 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, is
entitled, at any time or from time to time from ___, 2022 (the “Exercise Date”), and at or before 5:00 p.m.,
Eastern time, on ____, 2027 (the “Expiration Date”, which date shall be no more than five years from the commencement
of sales of the initial public offering pursuant to the Underwriting Agreement), but not thereafter, to subscribe for, purchase
and receive, in whole or in part, up to _____ordinary shares (the “Shares”) of the Company, no par value per
ordinary share (the “Ordinary Shares”), subject to adjustment as provided in Section 6 hereof.
If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase
Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period
ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase
Warrant is initially exercisable at $___ per Ordinary Share (100% of Offering price); provided, however, that
upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant,
including the exercise price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted
as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or
the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms
not defined herein shall have the meaning ascribed to them in the Underwriting Agreement. 


 


2. Exercise.


 


2.1 Exercise Form.
In order to exercise this Purchase Warrant, the exercise form attached hereto as Exhibit A must be duly executed
and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Ordinary
Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company
or by certified check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time,
on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented
hereby shall cease and expire.


 


2.2 Cashless Exercise.
This Purchase Warrant may be exercised, in whole or in part, at such time by means of a “cashless exercise” in which
the Holder shall be entitled to receive a number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A) = the
Fair Market Value of one Ordinary Share;


 


(B) = the Exercise
Price of this Purchase Warrant, as adjusted hereunder; and


 




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(X) =
the number of Ordinary Shares underlying the Purchase Warrant 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.


 


If Shares are issued
in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the
Shares shall take on the registered characteristics of the Purchase Warrants being exercised. The Company agrees not to take any
position contrary to this Section 2.2.


 


Notwithstanding anything
herein to the contrary, on the Expiration Date, this Purchase Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 2.2.


 


“Fair Market
Value” means, for any date, the price determined by the first of the following clauses that applies: (a) if the common stock
is then listed or quoted on a Trading Market, the value shall be deemed to be the highest intra-day or closing price on any trading
day on such Trading Market on which the common stock is then listed or quoted as reported by Bloomberg L.P. (based on a trading
day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)) during the five trading days preceding the exercise,
(b) if OTCQB or OTCQX is not an Trading Market, the value shall be deemed to be the highest intra-day or closing price on any trading
day on the OTCQB or OTCQX on which the common stock is then quoted as reported by Bloomberg L.P. (based on a trading day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)) during the five trading days preceding the exercise, as applicable,
(c) if the common stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the common stock are then
reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the “OTC Markets Group”, the value shall be deemed to be the highest intra-day
or closing price on any trading day on the Pink Sheets on which the common stock is then quoted as reported by OTC Markets Group
(based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)) during the five trading days preceding
the exercise, or (d) in all other cases, the fair market value of a share of common stock as determined by an independent appraiser
selected in good faith by the Holder and reasonably acceptable to the Company.


 


“Trading Market”
means the NASDAQ Stock Market LLC, or any of the following other markets or exchanges on which the Ordinary Shares are listed or
quoted for trading on the date in question: the NYSE American, the Nasdaq Global Market, the Nasdaq Global Select Market or the
New York Stock Exchange (or any successors to any of the foregoing).


 


Upon a cashless exercise
of this Purchase Warrant pursuant to this Section 2.2 the Ordinary Shares to be issued to Holder shall be paid up out of any of
the Company's freely distributable reserves, other than share premium reserves maintained by the Company for the benefit of holders
of preferred shares, or out of any of the Company's statutory reserves which may be converted into share capital, to be determined
by the Company's board of directors in its sole discretion. A cashless exercise of this Purchase Warrant pursuant to this Section
2.2 shall only be permitted to the extent the Company has sufficient freely distributable reserves, other than share premium reserves
maintained by the Company for the benefit of holders of preferred shares, or reserves which may be converted into share capital. 


 


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


 


(i) “THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE
STATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE
STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE.”


 




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


  


3. Transfer.


 


3.1 General Restrictions.
The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell,
transfer, assign, pledge or hypothecate this Purchase Warrant (or any Shares issuable upon the exercise of this Purchase Warrant)
for a period of one hundred eighty (180) days following the effective date of the Registration Statement (the “Effective
Date”) to anyone other than: (i) the Underwriter or a selected dealer participating in the Offering, or (ii) a bona fide
officer or partner of the Underwriter or of any such selected dealer, in each case 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). On and after that date that is one hundred eighty (180) days after the Effective
Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make
any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto as Exhibit B duly
executed and completed, together with this Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith.
The Company shall within five (5) Business Days transfer this Purchase Warrant on the books of the Company and shall execute and
deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right
to purchase the aggregate number of Ordinary Shares purchasable hereunder or such portion of such number as shall be contemplated
by any such assignment.


 


3.2 Restrictions
Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company
has received the opinion of counsel for the Company that the securities may be transferred pursuant to an exemption from registration
under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of
the Company, (ii) a registration statement or a post-effective amendment to the registration statement relating to the offer and
sale of such securities that has been declared effective by the U.S. Securities and Exchange Commission (the “Commission”)
and includes a current prospectus or (iii) a registration statement, pursuant to which the Holder has exercised its registration
rights pursuant to Section 4.1 herein, relating to the offer and sale of such securities has been filed and declared
effective by the Commission and compliance with applicable state securities law has been established.


  


4. Registration Rights.


 


4.1 “Piggy-Back”
Registration. At any time after 180 days from the date hereof that all of the Shares may not be resold by the Holder pursuant
to an exemption from registration under the Securities Act upon exercise on a cashless basis and unless all of the Ordinary Shares
underlying the Purchase Warrant (collectively, the “Registrable Securities”) are included in an effective registration
statement with a current prospectus, the Holder shall have the right, until the Expiration Date, or the maximum time allowable
under FINRA Rule 5110(g)(8), whichever is the earlier, to include the remaining Registrable Securities as part of any other registration
of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145 promulgated under the
Act or pursuant to Forms S-8, F-3, F-4 or any equivalent forms); provided, however, that if, solely in connection with
any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable
discretion, impose a limitation on the number of Registrable Securities which may be included in the registration statement because,
in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution,
then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities
with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit; and further
provided that no such piggy-back rights shall exist for so long as the Registrable Securities (which term shall include
those paid as consideration pursuant to the cashless exercise provisions of this Purchase Warrant) may be sold pursuant to Rule
144 of the Act without restriction. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to
include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Holders; provided,
however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding
securities, the holders of which are not entitled to inclusion of such securities in such registration statement or are not entitled
to pro rata inclusion with the Registrable Securities. In the event of such a proposed registration, the Company shall furnish
the then Holders of outstanding Registrable Securities with not less than fifteen (15) days written notice prior to the proposed
date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement
filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The Holders of the Registrable
Securities shall exercise the “piggy-back” rights provided for herein by giving written notice, within seven (7) days
of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in
this Purchase Warrant, there shall be no limit on the number of times the Holder may request registration under this Section
4.1.


 




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4.2 General Terms.


 


4.2.1 Expenses of
Registration. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to
Section 4 hereof, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected
by the Holders to represent them in connection with the sale of the Registrable Securities.


 


4.2.2 Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder
and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20 (a) of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including
all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any
claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration
statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify
the Underwriter contained in Section 5 of the Underwriting Agreement.


 


4.2.3 Exercise of
Purchase Warrant. Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise their
Purchase Warrant prior to or after the initial filing of any registration statement or the effectiveness thereof.


  


4.2.4 Documents to
be Delivered by Holder(s). Each of the Holder(s) participating in any registration statement filed by the Company shall
furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought
of selling security holders.


  


4.2.5 Damages.
Should the registration or the effectiveness thereof required by Section 4 hereof be delayed by the Company or
the Company otherwise fails to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief
available to the Holder(s), be entitled to obtain specific performance or other equitable (including injunctive) relief against
the threatened breach of such provisions or the continuation of any such breach, without the necessity of proving actual damages
and without the necessity of posting bond or other security.


 


5. New Purchase Warrants to be Issued.


 


5.1 Partial Exercise
or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned
in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for
cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or
transfer tax if exercised pursuant to Section 2.1 hereof, the Company shall cause to be delivered to the Holder
without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of
the Holder to purchase the number of Ordinary Shares purchasable hereunder as to which this Purchase Warrant has not been exercised
or assigned.


 


5.2 Lost Certificate.
Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant
and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant
of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction
shall constitute a substitute contractual obligation on the part of the Company.


 




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6. Adjustments.


 


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


 


6.1.1 Share Dividends;
Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Ordinary Shares is increased by a stock dividend payable in Ordinary Shares or by a split up of Ordinary Shares or other similar
event, then, on the effective day thereof, the number of Ordinary Shares purchasable hereunder shall be increased in proportion
to such increase in outstanding Ordinary Shares, and the Exercise Price shall be proportionately decreased.


 


6.1.2 Aggregation
of Ordinary Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number
of outstanding Ordinary Shares is decreased by a consolidation, combination or reclassification of Ordinary Shares or other similar
event, then, on the effective date thereof, the number of Ordinary Shares purchasable hereunder shall be decreased in proportion
to such decrease in outstanding Ordinary Shares, and the Exercise Price shall be proportionately increased.


  


6.1.3 Replacement
of Ordinary Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary
Shares other than a change covered by Section 6.1.1 or Section 6.1.2 hereof or that solely affects
the par value of such Ordinary Shares, or in the case of any share reconstruction or amalgamation or consolidation of the Company
with or into another corporation (other than a consolidation or share reconstruction or amalgamation in which the Company is the
continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares),
or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially
as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter
(until the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate
Exercise Price payable hereunder immediately prior to such event, the kind and amount of ordinary shares or other securities or
property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation,
or upon a dissolution following any such sale or transfer, by a Holder of the number of Ordinary Shares of the Company obtainable
upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in
Ordinary Shares covered by Section 6.1.1 or Section 6.1.2, then such adjustment shall be made pursuant
to Section 6.1.1, Section 6.1.2 and this Section 6.1.3. The provisions of this Section
6.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations,
or consolidations, sales or other transfers.


 




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6.1.4        Fundamental
Transaction. If, at any time while this Purchase Warrant is outstanding, (i) the Company, directly or indirectly, in one
or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any direct or indirect purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell,
tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the
outstanding Ordinary Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares
are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly,
in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spinoff or scheme of arrangement) with another Person or group of Persons whereby
such other Person or group acquires more than 50% of the outstanding Ordinary Shares (not including any Ordinary Shares held by
the other Person or other Persons making or party to, or associated or affiliated with, the other Persons making or party to such
stock or share purchase agreement or other business combination) (each a "Fundamental Transaction"), then, upon
any subsequent exercise of this Purchase Warrant, the Holder shall have the right to receive, for each Ordinary Share that would
have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of Ordinary
Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional or alternative
consideration (the "Alternative Consideration") receivable as a result of such Fundamental Transaction by a holder
of the number of Ordinary Shares for which this Purchase Warrant is exercisable immediately prior to such Fundamental Transaction.
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternative
Consideration based on the amount of Alternative Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction,
and the Company shall apportion the Exercise Price among the Alternative Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternative Consideration. If holders of Ordinary Shares are given any choice as to the
securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to
the Alternative Consideration it receives upon any exercise of this Purchase Warrant following such Fundamental Transaction. The
Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the "Successor
Entity") to assume in writing all of the obligations of the Company under this Purchase Warrant, and to deliver to the
Holder in exchange for this Purchase Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Purchase Warrant which is exercisable for a corresponding number of shares of capital stock
of such Successor Entity (or its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon exercise of this
Purchase Warrant prior to such Fundamental Transaction, and with an exercise price which applies the Exercise Price hereunder to
such shares of capital stock (but taking into account the relative value of the Ordinary Shares pursuant to such Fundamental Transaction
and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose
of protecting the economic value of this Purchase Warrant immediately prior to the consummation of such Fundamental Transaction).
Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that
from and after the date of such Fundamental Transaction, the provisions of this Purchase Warrant and the other Transaction Documents
referring to the "Company" shall refer instead to the Successor Entity), and may exercise every right and power of, the
Company and shall assume all of the obligations of the Company, under this Purchase Warrant and the other Transaction Documents
with the same effect as if such Successor Entity had been named as the Company herein. “Transaction Documents” shall
mean the Underwriting Agreement and any other agreement entered into between the Company and the Holder in connection therewith
or herewith.


 


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


 


6.2 Substitute Purchase
Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into,
another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification
or change of the outstanding Ordinary Shares), the corporation formed by such consolidation or share reconstruction or amalgamation
shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the Holder of each Purchase Warrant then
outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive,
upon exercise of such Purchase Warrant, the kind and amount of Ordinary Shares and other securities and property receivable upon
such consolidation or share reconstruction or amalgamation, by a holder of the number of Ordinary Shares of the Company for which
such Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation,
sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments
provided for in this Section 6. The above provision of this Section 6 shall similarly apply to successive
consolidations or share reconstructions or amalgamations. 


 


6.3 Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Ordinary Shares
upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests,
it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the
case may be, to the nearest whole number of Ordinary Shares or other securities, properties or rights.


 




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7. Reservation and Listing. The
Company covenants and agrees that, upon exercise of this Purchase Warrant and payment of the Exercise Price therefor, in accordance
with the terms hereby, all Ordinary Shares and other securities issuable upon such exercise shall be duly and validly issued, fully
paid and non-assessable and not subject to preemptive rights of any shareholder. As long as this Purchase Warrant shall be outstanding,
the Company shall use its commercially reasonable efforts to cause all Ordinary Shares issuable upon exercise of this Purchase
Warrant to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTCQB
Market or any successor quotation system) on which the Ordinary Shares issued to the public in the Offering may then be listed
and/or quoted (if at all).


 


8. Certain Notice Requirements.


 


8.1 Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to
receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder
of the Company. If, however, at any time prior to the expiration of this Purchase Warrant and its exercise, any of the events described
in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such
event at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books (the “Notice
Date”) for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities
or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company
shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same
manner that such notice is given to the shareholders.


 


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


  


8.3 Notice of Change
in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section
6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall
describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the
Company’s Chief Financial Officer.


 


8.4 Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall
be deemed to have been duly made if made in accordance with the notice provisions of the Underwriting Agreement to the addresses
and contact information for the Holder appearing on the books and records of the Company.


 


If to the Holder, then to:


 


Boustead Securities, LLC


6 Venture, Suite 265


Irvine, CA 92618


Attn:      Keith Moore


Attn:      Daniel
J. McClory


	 	Email:	keith@boustead1828.com


dan@boustead1828.com


 


With a copy to:


 


Sichenzia Ross Ference LLP


1185 Avenue of the Americas, 31st Floor


New York, NY 10036


	 	Attn:	Benjamin Tan, Esq.





	 	Email:	btan@srf.law


 




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If to the Company:


 


VCI Global Limited


B03-C-8 Menara 3A


KL Eco City, No. 3 Jalan Bangsar


59200 Kuala Lumpur


Attn: Chairman and
Chief Executive Officer, Victor Hoo


Email: [●]


 


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


 


Carmel, Milazzo & Feil LLP


55 West 39th Street, 18th Floor,


New York, NY 10018


Attn:      Ross David
Carmel, Esq.


Email:    rcarmel@cmfllp.com


 


9. Miscellaneous.


 


9.1 Amendments.
The Company and the Underwriter may from time to time supplement or amend this Purchase Warrant without the approval of any of
the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent
with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the
Company and the Underwriter may deem necessary or desirable and that the Company and the Underwriter deem shall not adversely affect
the interest of the Holders, in their sole and absolute discretion. 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 constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4 Binding Effect.
This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted
assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any
legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein
contained.


 


9.5 Governing Law;
Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees
that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought
and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served
upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service
and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing
party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees
and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on
its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby
irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby.


 




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9.6 Waiver, etc.
The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed
or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision
hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver
of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set
forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and
no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent
breach, non-compliance or non-fulfillment.


 


9.7 Exchange Agreement.
As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time prior to
the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement (“Exchange
Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash
or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


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


 


[Signature Page to Follow]


 




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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 __th day of 2022.


 


 


	 	VCI GLOBAL LIMITED
	 	 	 
	 	By: 	 
	 	 	Name: Victor Hoo 
	 	 	Title: Chairman and Chief Executive Officer


 




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EXHIBIT A


 


Exercise Notice


 


Form to be used to exercise Purchase Warrant:


 


Date: __________, 20___


 


The undersigned hereby
elects irrevocably to exercise the Purchase Warrant for ______ Ordinary Shares of VCI GLOBAL
Limited, a British Virgin Islands company (the “Company”) and hereby makes payment of $____ (at the rate
of $____ per Ordinary Share) in payment of the Exercise Price pursuant thereto. Please issue the Ordinary Shares as to which this
Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing
the number of Ordinary Shares for which this Purchase Warrant has not been exercised.


 


or


 


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


 


dividing [(A-B) (X)]
by (A), where:


 


(A) = the
Fair Market Value of one Ordinary Share;


 


(B) = the Exercise
Price of this Purchase Warrant, as adjusted hereunder; and


 


(X) =
the number of Ordinary Shares underlying the Purchase Warrant 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.


 


 


The undersigned agrees
and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect
to the calculation shall be resolved by the Company in its sole discretion.


 


Please issue the Ordinary
Shares as to which this Purchase Warrant is exercised in accordance with the instructions given and, if applicable, a new Purchase
Warrant representing the number of Ordinary Shares for which this Purchase Warrant has not been converted.


 


Signature


 


Signature Guaranteed


 




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EXHIBIT B


 


Form to be used to assign Purchase Warrant:
ASSIGNMENT


 


(To be executed by the registered Holder to effect a transfer
of the within Purchase Warrant):


 


FOR VALUE RECEIVED,           does
hereby sell, assign and transfer unto the right to purchase [●] ordinary shares of VCI GLOBAL Limited,
a British Islands company (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company
to transfer such right on the books of the Company.


 


Dated: , 20__


 


Signature


 


Signature Guaranteed


 


NOTICE: The signature
to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having
membership on a registered national securities exchange.


 











INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


Name:


(Print in Block Letters)


Address:


 


NOTICE: The signature
to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or
any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.


  




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