Exhibit
4.2


 


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


 


U-BX
TECHNOLOGY LTD


 


1.
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between U-BX TECHNOLOGY LTD, a Cayman
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 March ___, 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 (150% 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.


 






    1


     


    

 


2.2
Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus
contained therein is not available for the issuance of the Shares to the Holder, then this Purchase Warrant may also 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)
= as applicable: (i) the Fair Market Value on the trading day immediately preceding the date of the applicable exercise form if such
exercise form is (1) both executed and delivered pursuant to Section 2.1 hereof on a day that is not a trading day or (2) both executed
and delivered pursuant to Section 2.1 hereof on a trading day prior to the opening of “regular trading hours” (as defined
in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such trading day, (ii) at the option of the Holder,
either (y) the Fair Market Value on the trading day immediately preceding the date of the applicable exercise form or (z) the Bid Price
of the Ordinary Shares on the principal Trading Market as reported by Bloomberg as of the time of the Holder’s execution of the
applicable exercise form if such exercise form is executed during “regular trading hours” on a trading day and is delivered
within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a trading day)
pursuant to Section 2.1 hereof or (iii) the Fair Market Value on the date of the applicable exercise form if the date of such exercise
form is a trading day and such exercise form is both executed and delivered pursuant to Section 2.1 hereof after the close of “regular
trading hours” on such trading day;


 


(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.


 


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.


 


“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares
are then listed or quoted on a Trading Market, the bid price of the Ordinary Shares for the time in question (or the nearest preceding
date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (“Bloomberg”)
(based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading
Market, the volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then
reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent
bid price per share of the Ordinary Shares so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined
by an independent appraiser selected in good faith by the Holders of a majority in interest of the Purchase Warrants then outstanding
and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


“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.


 






    2


     


    

 


“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.”


 


(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


     


    

 


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.


 


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


     


    

 


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.


 


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.


 






    5


     


    

  


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.


 


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


     


    

 


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.


 


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. 


 






    7


     


    

  


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


 


If
to the Company:


 


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


 


Ortoli
Rosenstadt LLP


366
Madison Avenue


New
York, NY 10017





	 	Attn:	William
Rosenstadt, Esq.
	 	 	Jason
Ye, Esq.
	 	Email:	wsr@orllp.legal
	 	 	
jye@orllp.legal


 






    8


     


    

 


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.


 


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


     


    

 


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]


 


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.


 


	 	U-BX
                    TECHNOLOGY LTD

    

	 	 	 
	 	By: 	                 
	 	 	Name: 	                 
	 	 	Title: 	Chief Executive Officer


 






    10


     


    

 


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 U-BX TECHNOLOGY LTD, a Cayman 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)
= as applicable: (i) the Fair Market Value on the trading day immediately preceding the date of the applicable exercise form if such
exercise form is (1) both executed and delivered pursuant to Section 2.1 hereof on a day that is not a trading day or (2) both executed
and delivered pursuant to Section 2.1 hereof on a trading day prior to the opening of “regular trading hours” (as defined
in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such trading day, (ii) at the option of the Holder,
either (y) the Fair Market Value on the trading day immediately preceding the date of the applicable exercise form or (z) the Bid Price
of the Ordinary Shares on the principal Trading Market as reported by Bloomberg as of the time of the Holder’s execution of the
applicable exercise form if such exercise form is executed during “regular trading hours” on a trading day and is delivered
within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a trading day)
pursuant to Section 2.1 hereof or (iii) the Fair Market Value on the date of the applicable exercise form if the date of such exercise
form is a trading day and such exercise form is both executed and delivered pursuant to Section 2.1 hereof after the close of “regular
trading hours” on such trading day;


 


(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


 






    11


     


    

 


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 U-BX TECHNOLOGY LTD, a Cayman 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.


  


 


12