Exhibit 4.3


 


Form of Underwriter’s Warrant


 


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.


 


THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●],
2018. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 2023.


 


COMMON SHARE PURCHASE WARRANT


 


For the Purchase of [●] Shares of
Common Stock


of


HUI YING FINANCIAL HOLDINGS CORPORATION


 


1.     
     Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on
behalf of The Benchmark Company LLC or its assigns (“Holder”), as registered owner of this Purchase
Warrant, to Hui Ying Financial Holdings Corporation, a Nevada corporation (the “Company”), Holder is
entitled, at any time or from time to time from [●], 2018 (the “Commencement Date”), and at or
before 5:00 p.m., Eastern time, [●], 2023 (the ”Expiration Date”), but not thereafter, to
subscribe for, purchase and receive, in whole or in part, up to [●] shares (the “Shares”) of common
stock of the Company, par value $0.001 per share, 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 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 $[●] 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. This Purchase Warrant is being issued pursuant to that certain Underwriting
Agreement, dated [●], 2018 (the “Agreement”), between the Company and, on behalf of the Underwriters
named on Schedule 1 thereto, The Benchmark Company LLC (“Benchmark”). The Company’s offering
contemplated by the Agreement is referred to herein as the “Offering.”


 




     


     


    

 


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 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. 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. 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 will 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;
	 	A	=	The fair market value of one Share; 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 common stock is traded on a national
securities exchange, the fair value shall be deemed to be the closing price on such exchange on the trading day immediately preceding
the date on which Holder elects to exercise this Purchase Warrant, which shall be set forth in the applicable notice of exercise;



 


		(ii)	if the Company’s common stock is traded on any
tier of the OTC Markets or any successor over-the-counter market, the fair 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 there is no active trading market, the fair 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 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 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.”


 




     


     


    

 


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 commencement of sales in the public offering referenced in the Underwriting Agreement (defined below) (the commencement
of sales in the public offering is referred to as the “Effective Date”) to anyone other than: (i) Benchmark
or an underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of Benchmark or of
any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(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(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.


 


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 the 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 (as defined in the Underwriting Agreement).


 


4.      
   Registration Rights.


 


4.1           Grant
of Right. The Holder shall have the right to include the Shares underlying the Purchase Warrants (collectively, the “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(a) promulgated under the Act or pursuant to Form S-8 or any equivalent form); 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 shares of common stock 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. 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.


 




     


     


    

 


4.2           Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to this 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. In the event of such a proposed registration, the Company
shall furnish the then Holders of outstanding Registrable Securities with not less than ten (10) 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 during the term of this Purchase Warrant. The holders of the Registrable Securities shall exercise
the “piggy-back” rights provided for herein by giving written notice within ten (10) 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; provided, however, that such “piggy-back”
registration rights shall terminate on the fifth anniversary of the Effective Date in accordance with FINRA Rule 5110(f)(2)(G)(v).


 


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


 


4.4           Documents
Delivered to Holders. The Company shall deliver promptly to each Holder participating in the offering requesting the correspondence
and memoranda described below and to the managing underwriter, if any, copies of all correspondence between the Commission and
the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to
the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with
respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with
applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and properties and opportunities
to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable
times, during normal business hours, as any such Holder shall reasonably request.


 


4.5           Underwriting
Agreement. If the Company shall enter into an underwriting agreement, pursuant to which Registrable Securities of a Holder
are being registered, such Holders shall not be required to make any representations or warranties to or agreements with the Company
or the underwriters except as they may relate to such Holders, their Shares and their intended methods of distribution.


 


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


 




     


     


    

 


4.7           Damages.
Should the Company fail to comply with the provisions of this Section 4, the Holder(s) shall, in addition to any other legal or
other relief available to the Holder(s), be entitled to seek 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 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
Dividends; Split Ups. 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 dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective
day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares,
and the Exercise Price shall be proportionately decreased.


 


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 reclassification of Shares or other similar event, then, on the effective date
thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and
the Exercise Price shall be proportionately increased.


 




     


     


    

 


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 of the Company with or into another corporation (other than a consolidation or
share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the
property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder
of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant)
to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the
kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization,
share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder
of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if
any reclassification also results in a change in Shares covered by Section 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 of the Company
with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in
any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction
or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase
Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant)
to receive, upon exercise of such Purchase Warrant, the kind and amount of shares and other securities and property receivable
upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such
Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale
or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided
for in this Section 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, all Shares and other securities issuable upon such exercise shall
be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. As long as 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 Markets 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 election of directors or any other matter, or as having any rights whatsoever as a shareholder
of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event
at least 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 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 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 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. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication
is delivered via e-mail attachment at the email address set forth below at or prior to 5:30 p.m. (New York City time) on a business
day, (b) the next business day after the date of transmission, if such notice or communication is delivered via e-mail attachment
at the e-mail address as set forth below on a day that is not a business day or later than 5:30 p.m. (New York City time) on any
business day, (c) the second (2nd) business day following the date of mailing, if sent by U.S. nationally recognized overnight
courier service or (d) upon actual receipt by the party to whom such notice is required to be given.


 


If to the Holder:


 


The Benchmark Company, LLC


150 East 58th St, 17th Floor


New York, NY 10155


 




     


     


    

 


If to the Company:


 


Hui Ying Financial Holdings Corporation


Room 2403, Shanghai Mart Tower


2299 West Yan’an Road, Changning District


Shanghai, China


 


9.          Miscellaneous.


 


9.1           Amendments.
The Company and the Holder may from time to time supplement or amend this Purchase Warrant. All 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 Benchmark 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 [●],
2018.


 


	Hui Ying Financial Holdings Corporation


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 




     


     


    

 


[Form to be used to exercise Purchase
Warrant]


 


Date: __________, 20___


 


The undersigned hereby elects
irrevocably to exercise the Purchase Warrant for ______ shares of common stock, par value $0.0001 per share (the “Shares”),
of Hui Ying Financial Holdings Corporation, a Nevada corporation (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 purchase shares of common stock, par value $0.0001 per
share, of Hui Ying Financial Holdings Corporation, a Nevada corporation (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.