Exhibit 4.1








 


Form of Underwriters’s Warrant
Agreement


 





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 DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THE BENCHMARK
COMPANY, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF
THE BENCHMARK COMPANY, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2).







 


THIS PURCHASE WARRANT
IS NOT EXERCISABLE PRIOR TO [●], 2020. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 2025.


 


SHARE PURCHASE WARRANT


 


For the Purchase of [●]1
Ordinary Shares


 


of


 


Skillful Craftsman Education Technology
Limited


 


1.       Underwriters’s
Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement, dated [●], by and among Skillful Craftsman
Education Technology Limited, a Cayman Islands exempted company (the “Company”), The Benchmark Company, LLC,
as the representative of the underwriters named therein in connection with the initial public offering of ordinary shares, par
value $0.00015 per share, of the Company (the “Shares”) and in consideration of funds duly paid by or on behalf
of [●] (“Holder”), as registered owner of this Purchase Warrant, to the Company, Holder is entitled,
at any time or from time to time from [●], 20202 (the “Commencement Date”), and at or before
5:00 p.m., Eastern time, [●], 20253 (the ”Expiration Date”), which will be the five-year
anniversary of the effective date of the Company’s Registration Statement on Form F-1 (File No. 333-[●]) (the “Registration
Statement”) (such date, the “Effective Date”), but not thereafter, to subscribe for, purchase and
receive, in whole or in part, up to [●] Shares, subject to adjustment as provided in Section 6 hereof. If the Expiration
Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the
next succeeding day which is not such a day in accordance with the terms herein. During the period 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, except
as otherwise provided herein or with the Holder’s consent. This Purchase Warrant is initially exercisable at $[●]4
per Share; 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 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.







 











 










1
[Insert 5% of shares sold in offering]


2
[Insert date that is 180 days after Effective Date of Registration Statement]


3
[Insert date that is five years after Effective Date of Registration Statement]


4
[Insert 120% of public offering price]



 






     


     


    

 


2.       Exercise.


 


2.1       Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto 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 subscribed
for and purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by
certified check or official bank check to the order of 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. Upon completion of all conditions relating to
the exercise of this Purchase Warrant, the Company shall instruct its transfer agent to update the Register of Members of the Company
to reflect the issue of the Shares to be issued.


 


2.2       Cashless
Exercise. In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company
pursuant to Section 2.1 above, 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 attached
hereto, in which event the Company shall issue to Holder Shares in accordance with the following formula:


 


	X	=	Y(A-B)	 
	A	 
	Where,	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised if such exercise were by means of a cash exrcise pursuant to Section 2.1 rather than a cashless exercise pursuant to this Section 2.2;
	 	A	=	The fair market value of one Share, as determined in accordance with the provisions of this Section 2; and
	 	B	=	The Exercise Price.
	 	 	 	 	 	 	 	 	 


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 national securities exchange, the fair market
value shall be deemed to be the closing price on such exchange on the trading day immediately preceding the date on which the Holder
elects to exercise this Purchase Warrant, which shall be set forth in the in the applicable notice of exercise; or



 


		(ii)	if the Company’s ordinary shares are traded on any tier of the OTC Markets or any successor
over-the-counter market, the fair market value shall be deemed to be the closing bid price on the over-the-counter market on the
trading day immediately preceding date on which Holder elects to exercise this Purchase Warrant, which shall be set forth in the
applicable notice of exercise; or



 


		(iii)	if clauses (i) or (ii) do not apply, the fair market value shall be the fair market value as determined
in good faith by the Company’s Board of Directors.



 






     


     


    

 


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


 


“The securities represented
by this certificate have not been registered under the U.S. Securities Act of 1933, as amended (the “Act”),
or applicable U.S. 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.”


 


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 for a period of one hundred eighty (180) days
following the Effective Date to anyone other than: (i) The Benchmark Company, LLC. (the “Underwriters”)
or an underwriter or a selected dealer participating in the offering being made pursuant to the Registration Statement (the “Offering”),
or (ii) a bona fide officer or partner of the Underwriters or of any such underwriter or selected dealer, in each case in accordance
with FINRA Conduct Rule 5110(g)(1), and (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(g)(2). After 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 duly executed and completed,
together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall
within five (5) Business Days upon receipt of the completed assignment form and payment of all transfer taxes, if any, 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. The term “Business Day”
means any day other than a Saturday, Sunday or a legal holiday or a day on which banking institutions are authorized or obligated
by law to close in New York, New York.




 


3.2        Restrictions
Imposed by the Act. The Shares 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 (the Company hereby agreeing that the opinion of Schiff Hardin LLP shall be deemed satisfactory evidence of the availability
of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the
offer and sale of such Shares has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission
(the “Commission”) and compliance with applicable state securities law has been established. The Company
acknowledges that this Purchase Warrant and the Shares issuable upon exercise of this Purchase Warrant have been registered pursuant
to the Registration Statement.


 






     


     


    

 


4.       [Intentionally
Omitted]


 


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 hereto, 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.


 


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


 


6.       Adjustments.


 


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


 


6.1.1       Share
Capitalizations; Sub-Divisions. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of
outstanding Shares is increased by a share capitalization payable in Shares or by a sub-division 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. Any adjustment made pursuant to this Section
6.1.1 shall become effective immediately after the record date for the determination of shareholders entitled to receive such capitalization
and shall become effective immediately after the effective date in the case of a capitalization, sub-division or re-classification.


 


6.1.2        Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares
is decreased by a consolidation, combination or re-classification 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.


 


6.1.3        Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than
a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share
reconstruction or amalgamation or consolidation or merger of the Company with or into another company, corporation or other entity
(other than a consolidation or share reconstruction or amalgamation or merger in which the Company is the suriving or continuing
company, corporation or other entity 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 company, corporation or other entity of the property of the Company as an entirety
or substantially as an entirety in connection with which the Company is liquidated and 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,
shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction
or amalgamation, or consolidation, or upon the lqiudiation and 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 6.1.1 or 6.1.2, then such adjustment shall be made pursuant
to Sections 6.1.1, 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.


 






     


     


    

 


6.1.4        Changes
in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section
6.1, 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
Commencement Date or the computation thereof.


 


6.2        Substitute
Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation or merger of the
Company with or into, another company, corporation or other entity (other than a consolidation or share reconstruction or amalgamation
or merger which does not result in any reclassification or change of the outstanding Shares), the company, corporation or other
entity formed by such consolidation or share reconstruction or amalgamation or merger 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, shares of stock and other securities and property receivable upon such consolidation or share reconstruction
or amalgamation or merger, 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 or merger, 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 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 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.


 


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 the Purchase Warrants, 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 the Purchase Warrants and payment of
the Exercise Price therefor, in accordance with the terms hereby and, in the case of Shares, the Amended and Restated Memorandum
and Articles of Association of the Company (as may be amended, restated, supplemented and/or otherwise modified from time to time),
all Shares and other securities issuable upon such exercise shall be duly and validly issued as fully paid and non-assessable and
not subject to preemptive rights of any shareholder. As long as the Purchase Warrants shall be outstanding, the Company shall use
its commercially reasonable efforts to cause all Shares issuable upon exercise of the Purchase Warrants to be listed (subject to
official notice of issuance) on a national securities exchange or quoted on any tier of 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.


 






     


     


    

 


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 appointment 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 ten (10) days prior to the date fixed as a record date or the date of closing the transfer books 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 sale, winding up, liquidation or dissolution. 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 in connection with the events described in Section 8.2 below
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 winding up, liquidation and dissolution of the
Company (other than in connection with a consolidation or share reconstruction or amalgamation or merger) 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 Holder of such event and change (“Price Notice”). The Price Notice shall
describe the event causing the change and the method of calculating the same and shall be certified as being true and accurate
by the Company’s Chief Financial Officer (or other officer or director of the Company).


 


8.4        Transmittal
of Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and addressed
to the other party at its address set forth below (or to such other address that the receiving party may designate from time to
time in accordance with this Section 8.4), and shall be deemed to have been given (a) three (3) days after mailing if sent by certified
mail return receipt requested, (b) one (1) day after mailing if sent by receipted overnight carrier (i.e. Federal Express), provided
that proof of delivery or rejection is obtained, or (c) when delivered if by hand or sent by email to the physical address or email
address set forth below.


 






     


     


    

 


If to the Holder:


 





____________


____________


____________


 


If to the Company:


 


Skillful Craftsman Education Technology
Limited


Floor 4, Building 1, No. 311, Yanxin Road


Huishan District, Wuxi


Jiangsu Province, PRC 214000


Attention: Chief Executive Officer


Email: gaoxf@kingwayedu.cn


 


9.       Miscellaneous.


 


9.1       Amendments.
The Company and the Underwriter may from time to time supplement or amend this Purchase Warrant without the approval of any of
the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent
with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the
Company and the Underwriter may deem necessary or desirable and that the Company and the Underwriter deem shall not adversely affect
the interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by the party
against whom enforcement of the modification or amendment is sought.


 


9.2        Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3.        Entire
Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


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


 


9.5        Governing
Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance
with the 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 and
the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any
legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.


 






     


     


    

 


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


 


9.7        Exchange
Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any
time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriters 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.


 


[Signature Page Follows]


 




     


     


    

 


IN WITNESS WHEREOF, the Company has caused
this Purchase Warrant to be signed by its duly authorized officer as of the [●] day of [●], 2020.


 





	Skillful Craftsman Education Technology Limited	 
	 	 	 	 
	By: 	 	 
	 	Name:	 	 
	 	Title:	 	 







 




     


     


    

 


[Form to be used to exercise Purchase
Warrant]


 





Date: __________, 20___


 


The undersigned hereby
elects irrevocably to exercise the Purchase Warrant for ______ ordinary shares, par value $0.00015 per share (the “Shares”),
of Skillful Craftsman Education Technology Limited, a Cayman Islands exempted company (the “Company”), and hereby
makes payment of $____ (at the rate of $____ 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 of the Company 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 for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Share which is equal to $_____; and
	 	B	=	The Exercise Price which is equal to $______ per share
	 	 	 	 	 	 	 





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


 


Please issue
the 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 converted.


 





	Signature 	 	 



 


	Signature Guaranteed 	 	 




 




     


     


    

 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 





	Name: 	 	 
	 	(Print in Block Letters)	 
	 	 	 
	Address: 	 	 
	 	 	 
	 	 	 







 


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


 




     


     


    

 


[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 subscribe for and purchase ordinary shares, par value
$0.00015 per share, of Skillful Craftsman Education Technology Limited, a Cayman Islands exempted company (the “Company”),
evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company.


 


The undersigned also represents that, by
assignment hereof, the Assignee acknowledges that this Warrant and the ordinary shares to be issued upon exercise hereof or conversion
thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Warrant or any
ordinary shares to be issued upon exercise hereof or conversion thereof except under circumstances which will not result in a violation
of the Securities Act of 1933, as amended, or any state securities laws. Further, the Assignee has acknowledged that upon exercise
of this Warrant, the Assignee shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that
the ordinary shares so purchased are being acquired for investment and not with a view toward distribution or resale.


 


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.