Form 8-K

8-K — Tianci International, Inc.

Accession: 0001683168-26-004973

Filed: 2026-06-18

Period: 2026-06-16

CIK: 0001557798

SIC: 3576 (COMPUTER COMMUNICATIONS EQUIPMENT)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tianci_8k.htm (Primary)

EX-1.1 — PLACEMENT AGENCY AGREEMENT (tianci_ex0101.htm)

EX-4.1 — COMMON STOCK PURCHASE WARRANT (tianci_ex0401.htm)

EX-4.2 — PRE-FUNDED COMMON STOCK PURCHASE WARRANT (tianci_ex0402.htm)

EX-4.3 — FORM OF PLACEMENT AGENT WARRANT (tianci_ex0403.htm)

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT (tianci_ex1001.htm)

EX-10.2 — FORM OF LOCK-UP AGREEMENT (tianci_ex1002.htm)

EX-99.1 — PRESS RELEASE DATED 6-16-26 (tianci_ex9901.htm)

EX-99.2 — PRESS RELEASE DATED 6-17-26 (tianci_ex9902.htm)

GRAPHIC (maximlogo.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-06-16

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event

reported): June 16, 2026

______________

TIANCI INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

______________

Nevada

001-42591

45-5540446

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

Unit 1109, Lippo Sun Plaza, 28 Canton Road,

Tsim Sha Tsui, Kowloon, Hong

Kong 999077

(Address of Principal Executive Office) (Zip Code)

852-26621800

(Registrant’s telephone number, including

area code)

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

CIIT

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material

pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement

On June 17, 2026, Tianci

International, Inc. (the “Company”) consummated a public offering of 4,055,000 units (the “Units”) and 2,000,000

pre-funded units (“Pre-funded Units”) for a purchase price of $0.81 per Unit and $0.809 per Pre-funded Unit, resulting

in aggregate gross proceeds of approximately $4.9 million, before deducting placement agent fees and other offering expenses. The Company

intends to use the net proceeds from the sale of its securities for working capital requirements and general corporate purposes.

Each

Unit consists of (i) one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and (ii)

one common warrant (each a “Common Warrant”) to purchase one share of Common Stock. Each Pre-funded Unit consists of (i)

one pre-funded warrant (each a “Pre-funded Warrant”) to purchase one share of Common Stock, and (ii) one Common Warrant.

Subject to certain ownership limitations described in the Pre-Funded Warrants, each Pre-Funded Warrant is immediately exercisable at

an exercise price of $0.001 per share and will remain exercisable until exercised in full. Each Common Warrant is immediately exercisable

upon issuance, at an initial exercise price of US$0.81 per share (representing 100% of the offering price of $0.81 per Unit), for a period

of three years following the date of issuance.

The exercise price and the number of shares issuable

under the Common Warrants will be proportionately adjusted in the event of certain transactions affecting our Common Stock, including

stock dividends, stock splits or reorganizations. In particular, if, at any time while the Common Warrants are outstanding, (i) there

occurs any stock split, stock dividend, reverse stock split, or stock combination, recapitalization or other similar transaction involving

our Common Stock (each a “Share Combination Event”, and the date of that Share Combination Event (or if the Share Combination

Event occurs after the close of trading on the principal market, the trading day following that date), the “Share Combination Event

Date”), then in addition and after giving effect to the adjustments for the Share Combination Event elsewhere in the Common Warrants,

the exercise price shall be reduced, but in no event increased, to the lowest VWAP (volume-weighted average price) during the period

commencing five consecutive trading days immediately preceding and the five consecutive trading days immediately following the Share

Combination Event Date (such new price, the “Event Market Price”), provided, that in calculating the Event Market Price,

the VWAP for Trading Days prior to the Share Combination Event Date shall be the VWAP reported after proportionally adjusting for the

reverse stock split. The number of shares issuable under the Common Warrants will be increased such that the aggregate exercise price,

after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price on the issuance date for

the warrant shares then outstanding.

The Common Warrants also contain certain downward adjustment mechanism and anti-dilution provisions.

If at any time while the Common Warrants are outstanding, the Company sells, enters into an agreement to sell, or grants any option

to purchase, or sells or grants any right to reprice, or otherwise disposes of or issues (or announce any offer, sale, grant or any option

to purchase or other disposition) any Common Stock or securities convertible or exercisable into Common Stock, except for certain exempt

issuances, at an effective price per share less than the exercise price of the Common Warrant then in effect (such lower price, the “Base

Share Price” and each of the foregoing, a “Dilutive Issuance”), the exercise price of the Common Warrant shall be reduced

to the lower of (1) the Base Share Price and (2) the lowest VWAP during the period commencing five consecutive trading days immediately

preceding and ending on the fifth trading day immediately following, the consummation of such Dilutive Issuance (such new price, the

“New Issuance Price” and such period, the “New Issuance Adjustment Period”), effective as of the close of trading

on the last trading day of the New Issuance Adjustment Period. Notwithstanding the foregoing, if the Company enters into a variable rate

transaction, the exercise price of the Common Warrant shall be reduced to the lowest possible price, conversion price or exercise price

at which such securities may be issued, converted or exercised.

Other than the adjustment above, in no event shall

the exercise price of the Common Warrants be reduced below a floor price of $0.296, as adjusted for stock dividends, stock splits, stock

combinations and other similar transactions.

In connection with the Offering, the Company entered

into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with an institutional investor on June 16, 2026.

The Securities Purchase Agreements contain customary representations, warranties and covenants, as well as customary indemnification obligations

of the parties. The Company has agreed that for a period of thirty (30) days from the

date of the Securities Purchase Agreement, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement to issue or

announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents or enter into, or effects a transaction

under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering”, whereby the

Company may issue securities at a future determined price, or (ii) file any registration statement or amendment or supplement thereto,

other than as necessary to maintain the effectiveness of existing registration statements which are effective as of the closing date.

The Company has further agreed that for a period of three (3) months from the date of the Securities Purchase Agreement, the Company shall

be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common

Stock or Common Stock equivalents (or a combination of units thereof) involving a Variable Rate Transaction (as defined in the Securities

Purchase Agreement).

The Placement Agency Agreement

In connection with the offering, on June 16,

2026, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with Maxim Group LLC (the

“Placement Agent”), pursuant to which the Company agreed to issue and sell directly to investors, in a best efforts basis

the Units and the Pre-funded Units. As part of its compensation for acting as Placement Agent for the Offering, the Company agreed to

pay the Placement Agent a cash fee of seven percent (7.0%) of the gross proceeds received by the Company from the sale of securities

in the Offering and to reimburse the Placement Agent up to a maximum of $100,000 for out-of-pocket accountable expenses.

The Company issued the Placement Agent or its designees warrants (the “Placement Agent Warrants”) to purchase up to 302,750

shares of Common Stock. The Placement Agent Warrants have an exercise price of $0.81, are not exercisable until 180 days from the commencement

of sales of the securities in this Offering, and will expire three (3) years after the commencement of sales of the securities in the

Offering.

Pursuant to the Placement Agency Agreement, for

a period of twelve (12) months after the closing of the Offering, the Placement Agent will have a right of first refusal to act as sole

managing underwriter and sole book runner, sole placement agent and/or sole sales agent, for any and all future public and private equity,

equity-linked or debt (excluding commercial bank debt) offerings for which the Company retains the service of an underwriter, agent, adviser,

finder or other person or entity in connection with such offering.

In connection with the Offering, each of the Company’s

directors and executive officers entered into lock-up agreements (the “Lock-up Agreements”) with the Placement Agent pursuant

to which they agreed, subject to customary exceptions, not to sell, transfer, or otherwise dispose of any of the Company’s securities

for a period of 90 days following the closing of the Offering.

The shares of Common Stock, the Common

Warrants, the Pre-funded Warrants, the Placement Agent described above and the underlying shares of Common Stock were offered and

sold under the Registration Statement (the “Registration Statement”) on Form S-1, as amended (No. 333-296417), which was

declared effective by the Securities and Exchange Commission (the “SEC”) on June 15, 2026. This Current Report on Form

8-K does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall

there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful

prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

The foregoing summaries of the Common Warrants, Pre-Funded Warrants,

Placement Agent Warrants, Placement Agency Agreement, Securities Purchase Agreement, and Lock-up Agreements do not purport to be complete

and are qualified in their entirety by reference to the full text of the corresponding document, which are filed as Exhibit 4.1, 4.2,

4.3, 1.1, 10.1, and 10.2, respectively, to this Current Report on Form 8-K.

Item 8.01

Other Events

On June 16, 2026, the Company issued a press release

announcing the pricing of the Offering. On June 17, 2026, the Company issued a press release regarding the closing of the Offering. A

copy of each of the press release is attached as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K and each is incorporated

herein by reference.

This Form 8-K contains forward-looking

statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs,

expectations, strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions.

These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions

made by its management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that

are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking

statements due to numerous factors, including those risks discussed in the Company’s Annual Report on Form 10-K, and in other documents

that the Company files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made,

and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of

this Form 8-K, except as required by law.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

1.1

Placement Agency Agreement

4.1

Form of Common Warrant

4.2

Form of Pre-funded Warrant

4.3

Form of Placement Agent Warrant

10.1

Form of Securities Purchase Agreement

10.2

Form of Lock-up Agreement

99.1

Press Release dated June 16, 2026

99.2

Press Release dated June 17, 2026

104

Cover page interactive data file (embedded within the iXBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto

duly authorized.

Tianci International, Inc.

Date: June 18, 2026

By:

/s/ Shufang Gao

Shufang Gao

Chief Executive Officer

EX-1.1 — PLACEMENT AGENCY AGREEMENT

EX-1.1

Filename: tianci_ex0101.htm · Sequence: 2

Exhibit 1.1

CONFIDENTIAL

May [-], 2026

Tianci International, Inc.

Unit 1109, Lippo Sun Plaza

28 Canton Road, Tsim Sha Tsui

Kowloon, Hong Kong

Dear Mr. [ ],

This

agreement (the “Agreement”) constitutes the agreement between Tianci International, Inc.,

a Nevada corporation (the “Company”), and Maxim Group LLC (“Maxim” or the “Lead Manager”),

that Maxim shall serve as the exclusive lead placement agent for the Company, on a “reasonable best efforts” basis (a “Placement”),

in connection with the proposed offerings of securities (the “Securities”) of the Company. The terms of such Placement

and the Securities shall be mutually agreed upon by the Company and the Lead Manager and, if a direct placement, the purchasers (each,

a “Purchaser” and collectively, the “Purchasers”) and nothing herein grants Maxim the power or authority

to bind the Company or any Purchaser or creates an obligation for the Company to issue any Securities or complete the Placement. This

Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement shall be collectively

referred to herein as the “Transaction Documents.” The date of the closing of the Placement shall be referred to herein

as the “Closing Date.” The Company expressly acknowledges and agrees that Maxim’s obligations hereunder are on

a reasonable best efforts basis only and that the execution of this Agreement does not constitute a commitment by Maxim to purchase the

Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Maxim with respect

to securing any other financing on behalf of the Company. Maxim may retain other brokers or dealers to act as sub-agents or selected-dealers

on its behalf in connection with the Placement.

The sale of Securities to any

Purchaser will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such Purchaser,

if required by the Purchaser, in a form reasonably satisfactory to the Company and Maxim. Prior to the signing of any Purchase Agreement,

officers of the Company with responsibility for financial affairs will be reasonably available to answer inquiries from prospective Purchasers.

Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

Notwithstanding anything herein

to the contrary, in the event that Maxim determines that any of the terms provided for hereunder shall not comply with a FINRA rule, including,

but not limited to, FINRA Rule 5110, then the Company shall agree to amend this Agreement in writing upon the request of Maxim to comply

with any such rules; provided that any such amendments shall not provide for terms that are less favorable to the Company.

300 Park Avenue, 16th

Floor * New York, NY 10022 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com

SECTION 1. Compensation and other Fees.

As compensation for the services

provided by Maxim hereunder, the Company agrees to pay to Maxim the fees set forth below with respect to the Placement:

(i) A cash fee payable immediately upon the closing of the Placement equal to seven percent (7.0%) of the

aggregate gross proceeds raised in the Placement (the “Cash Fee”) on the Closing Date from the sale of Securities.

(ii) Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees, in case of a Closing of

the Placement, to reimburse the Lead Manager for all reasonable and documented out-of-pocket expenses incurred, including the reasonable

fees, costs and disbursements of its legal counsel, in an amount not to exceed an aggregate of $100,000; provided, however, that

if the Placement is terminated, then such reimbursement shall not exceed an aggregate of $50,000. The Company will reimburse Lead Manager

directly upon the Closing of the Placement from the gross proceeds raised in the Placement.

(iii) Warrants to purchase up to five percent (5.0%) of the aggregate number of shares of common stock issued

in the Placement, with an exercise price of 100% of the combined public offering price per share of common stock (or pre-funded warrant)

and accompanying warrant in the offering. Pursuant to FINRA Rule 5110 (e)(1), such placement agent warrant will be non-exercisable, and

will therefore not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative,

put or call transaction that would result in the effective economic disposition of such placement agent warrant, for a period of six (6)

months after the date of the Closing; provided, however, that the exceptions listed under FINRA Rule 5110(e)(2) shall apply.

Such placement agent warrant will expire three years after the commencement of sales of the offering.

SECTION 2. RIGHT OF

FIRST REFUSAL. The Company hereby grants Maxim the right of first refusal for a period of twelve (12) months after the Closing Date

to act as the sole managing underwriter and book runner, or sole placement agent or sales agent, for any and all future public or private

equity, equity-linked or debt (excluding commercial bank debt) offerings for which the Company retains the service of an underwriter,

agent, advisor, finder or other person or entity in connection with such offering during such twelve (12) month period of the Company,

or any successor to or any subsidiary of the Company (the “Subsequent Offering”). The Company shall not offer to retain

any entity or person in connection with any such offering on terms more favorable than terms on which it offers to retain Maxim. Such

offer shall be made in writing in order to be effective. The Company shall provide Maxim with written notice of no less than three (3)

business days following its election to engage in a Subsequent Offering, which notice shall describe the proposed terms and conditions

of such Subsequent Offering. Maxim shall notify the Company within ten (10) business days of its receipt of the written offer contemplated

above as to whether or not it agrees to accept such retention. If Maxim should decline such retention, the Company shall have no further

obligations to Maxim with respect to other Subsequent Offerings, except as otherwise provided for herein. In compliance with FINRA Rule

5110(g)(5)(B), the Right of First Refusal granted hereunder may be terminated by the Company for “Cause,” which shall mean

a material breach by the Placement Agent of this Agreement or a material failure by the Placement Agent to provide the services as contemplated

by this Agreement.

SECTION 3. REPRESENTATIONS

AND WARRANTIES. The Company makes to Maxim all of the representations and warranties which the Company makes to the Purchasers in

the Purchase Agreement, and in addition makes the following representation:

FINRA Affiliations.

There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company,

any five percent (5%) or greater stockholder of the Company, except as set forth in the Company’s public filings under the Securities

Exchange Act of 1934, as amended, with the Securities and Exchange Commission (the “SEC Filings”).

Members

FINRA & SIPC

300 Park Avenue, 16th

Floor * New York, NY 10022 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com

SECTION 4. REPRESENTATIONS OF MAXIM. Maxim represents and warrants that it is (i) a member in good standing of FINRA, (ii)

registered as a broker/dealer under the Securities Exchange Act of 1934 (the “Exchange Act”), and (iii) licensed as a

broker/dealer under the laws of the States applicable to the offers and sales of Securities by Maxim. Maxim will immediately notify

the Company in writing of any change in its status as such. Maxim covenants that it will use its reasonable best efforts to conduct

the Transaction hereunder in compliance with the provisions of this Agreement and the requirements of applicable law. Except as

required by law or as contemplated by this agreement, Maxim will keep confidential all material nonpublic information, including

information regarding the Transaction contemplated hereunder, provided to it by the Company or its affiliates or advisors and use

such information only for the purposes contemplated herein.

SECTION 5. INDEMNIFICATION.

The Company agrees to the indemnification and other agreements set forth in the Indemnification Provisions (the “Indemnification”)

attached hereto as Addendum A, the provisions of which are incorporated herein by reference and shall survive the termination or expiration

of this Agreement.

SECTION 6. ENGAGEMENT

TERM. Maxim’s engagement hereunder shall be the earlier of (a) the Closing Date and (ii) the date each party mutually agrees

to terminate the engagement. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification,

contribution and the Company’s obligations to pay fees and reimburse expenses earned or due prior to the termination of the Agreement

contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination

of this Agreement. Maxim agrees not to use any confidential information concerning the Company provided to Maxim by the Company for any

purposes other than those contemplated under this Agreement.

SECTION 7. SUBSEQUENT

EQUITY SALES AND VARIABLE RATE TRANSACTIONS.

(i)

From the date hereof until thirty (30) days after the Closing Date after the Closing Date (the “Standstill Period”),

neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of

any shares of Common Stock or Common Stock Equivalents, other than (i) to register the resale of the Warrant Shares and (ii) as necessary

to maintain the effectiveness of existing registration statements which are effective as of the Closing Date.

(ii)

Notwithstanding the foregoing, this Section 7 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction

shall be an Exempt Issuance.

“Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees,

officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee

members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose

for services rendered to the Company, and (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder

and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date

of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such

securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock

splits, stock dividends, contract and anti-dilution provisions in effect on the date hereof, or combinations) or to extend the term of

such securities and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested

directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself

or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company

and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which

the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in

securities.

SECTION 8. LEAD MANAGER

INFORMATION. The Company agrees that any information or advice rendered by Maxim in connection with this engagement is for the confidential

use of the Company only in their evaluation of the Placement and, except as otherwise required by law, the Company will not disclose or

otherwise refer to the advice or information in any manner without Maxim’s prior written consent, provided, however, that the Company

may share such information or advice with its directors, officers, employees, legal counsel and financial advisors on a confidential basis.

Members

FINRA & SIPC

300 Park Avenue, 16th

Floor * New York, NY 10022 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com

SECTION 9. NO FIDUCIARY

RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person or entity not

a party hereto, except those entitled hereto by virtue of the Indemnification Provisions hereof. The Company acknowledges and agrees that

Maxim is and shall not be construed to be a fiduciary of the Company and shall have no duties or liabilities to the equity holders or

the creditors of the Company or any other person by virtue of this Agreement or the retention of Maxim hereunder, all of which are hereby

expressly waived.

SECTION 10. CLOSING.

The obligations of Maxim and the closing of the sale of the Securities hereunder are subject to the accuracy, when made and on the Closing

Date, of the representations and warranties on the part of the Company and its Subsidiaries contained herein, to the accuracy of the statements

of the Company and its Subsidiaries made in any certificates pursuant to the provisions hereof, to the performance by the Company and

its Subsidiaries of their obligations hereunder, and to each of the following additional terms and conditions:

(A) All

corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement,

the Securities, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory

in all material respects to Maxim, and the Company shall have furnished to such counsel all documents and information that they may reasonably

request to enable them to pass upon such matters.

(B) Maxim

shall have received from outside counsel to the Company such counsel’s written opinion, addressed to Maxim and dated as of the Closing

Date, in form and substance reasonably satisfactory to Maxim.

the Company nor any of its Subsidiaries (i) shall have sustained since the date of the latest audited financial statements of the Company

included in the SEC Filings, any loss or interference with its business from fire, explosion, flood, terrorist act or other calamity,

whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set

forth in or contemplated by the SEC Filings, and (ii) since such date there shall not have been any change in the capital stock or long-term

debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the business,

general affairs, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its

subsidiaries, otherwise than as set forth in or contemplated by the SEC Filings, the effect of which, in any such case described in clause

(i) or (ii), is, in the reasonable judgment of Maxim, so material and adverse as to make it impracticable or inadvisable to proceed with

the sale or delivery of the Securities on the terms and in the manner contemplated by the Purchase Agreement.

(D) The

common stock of the Company is registered under the Exchange Act.

(E) No

action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental

agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect

or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other

nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance

or sale of the Securities or materially and adversely affect or potentially and adversely affect the business or operations of the Company.

(F) The

Company shall have prepared and filed with the Commission a Current Report on Form 8-K with respect to the Placement.

(G) The

Company shall have entered into Purchase Agreements with each of the Purchasers and such agreements shall be in full force and effect

and shall contain representations and warranties of the Company as agreed between the Company and the Purchasers.

(H) Prior

to the Closing Date, the Company shall have furnished to Maxim such further information, certificates and documents as Maxim may reasonably

request.

Members

FINRA & SIPC

300 Park Avenue, 16th

Floor * New York, NY 10022 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com

SECTION 11. GOVERNING

LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements

made and to be performed entirely in such State. This Agreement may not be assigned by either party without the prior written consent

of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors

and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction or conduct

in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts of the State of New York or

into the Federal Court located in New York, New York and, by execution and delivery of this Agreement, the Company hereby accepts for

itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby

irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by delivering

a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this

Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained

herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either party shall commence

an action or proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such action or proceeding shall

be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation

and prosecution of such action or proceeding.

SECTION 12. ENTIRE

AGREEMENT/MISCELLANEOUS. This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding

between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof, other than that

certain engagement letter entered into between the Company and Maxim, dated [ ], 2026. If any provision of this Agreement is determined

to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision

of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except

by an instrument in writing signed by Maxim and the Company. The representations, warranties, agreements and covenants contained herein

shall survive the closing of the Placement and delivery and/or exercise of the Securities, as applicable. This Agreement may be executed

in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective

when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign

the same counterpart. In the event that any signature is delivered by facsimile transmission or a “.pdf” format file, such

signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the

same force and effect as if such facsimile signature page were an original thereof.

SECTION 13. CONFIDENTIALITY.

Maxim (i) will keep the Confidential Information (as such term is defined below) confidential and will not (except as required by applicable

law or stock exchange requirement, regulation or legal process), without the Company’s prior written consent, disclose to any person

any Confidential Information, and (ii) will not use any Confidential Information other than in connection with its evaluation of the Transaction.

Maxim further agrees to disclose the Confidential Information only to its Representatives who need to know the Confidential Information

for the purpose of evaluating the Transaction, and who are informed by Maxim of the confidential nature of the Confidential Information.

The term “Confidential Information” shall mean, all confidential, proprietary and non-public information (whether written,

oral or electronic communications) furnished by the Company to Maxim or its Representatives in connection with Maxim’s evaluation

of the Transaction. The term “Confidential Information” will not, however, include information which (i) is or becomes

publicly available other than as a result of a disclosure by Maxim or its Representatives in violation of this Agreement, (ii) is or becomes

available to Maxim or any of its Representatives on a nonconfidential basis from a third-party, (iii) is known to Maxim or any of its

Representatives prior to disclosure by the Company or any of its Representatives, (iv) is or has been independently developed by Maxim

and/or the Representatives without use of any Confidential Information furnished to it by the Company, or (v) is required to be disclosed

pursuant to applicable legal or regulatory authority. The term “Representatives” shall mean a party's directors, board committees,

officers, employees, financial advisors, attorneys and accountants. This provision shall be in full force until the earlier of (a) the

date that the Confidential Information ceases to be confidential and (b) two years from the date hereof.

Members

FINRA & SIPC

300 Park Avenue, 16th

Floor * New York, NY 10022 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com

SECTION 14. 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 facsimile

at the facsimile number specified on the signature pages attached hereto prior to 6:30 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 facsimile at the facsimile number

on the signature pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business

day, (c) the 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. The address for such notices and communications shall be as set

forth on the signature pages hereto.

[Signature page follows]

Members

FINRA & SIPC

300 Park Avenue, 16th

Floor * New York, NY 10022 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com

We are excited about this equity offering and look forward to working with

you. Please confirm that the foregoing correctly sets forth our agreement by signing and returning the enclosed copy of this Agreement.

Very truly yours,

Maxim

Group LLC

By: ___________________________

Address for notice:

300 Park Avenue

16th Floor

New York, NY 10022

Accepted and Agreed to as of

the date first written above:

TIANCI INTERNATIONAL, INC.

By:

Name:

Title:

Address for notice:

Tianci International, Inc.

Unit 1109, Lippo Sun Plaza

28 Canton Road, Tsim Sha Tsui

Kowloon, Hong Kong

Members

FINRA & SIPC

300 Park Avenue, 16th

Floor * New York, NY 10022 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com

ADDENDUM

INDEMNIFICATION PROVISIONS

connection with the engagement of Maxim Group LLC (“Maxim”) by Tianci International, Inc. (the

“Company”) pursuant to this Agreement, the Company hereby agrees as follows:

1. To the extent permitted by law, the Company will indemnify Maxim and each of its affiliates, directors,

officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20

of the Securities Exchange Act of 1934, as amended) against all losses, claims, damages, expenses and liabilities, as the same are incurred

(including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to the Agreement,

except, with regard to Maxim, to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof)

are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from Maxim’s willful

misconduct or gross negligence in performing the services described herein, as the case may be.

2. Promptly after receipt by Maxim of notice of any claim or the commencement of any action or proceeding

with respect to which Maxim is entitled to indemnity hereunder, Maxim will notify the Company in writing of such claim or of the commencement

of such action or proceeding, and the Company will assume the defense of such action or proceeding and will employ counsel reasonably

satisfactory to Maxim and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, Maxim will be entitled

to employ counsel separate from counsel for the Company and from any other party in such action if counsel for Maxim reasonably determines

that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company

and Maxim. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company.

The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim,

action or proceeding without the prior written consent of Maxim, which will not be unreasonably withheld, unless such settlement (x) includes

an unconditional release of Maxim from all liability on claims that are the subject matter of such proceeding and (y) does not include

any statement as to or any admission of fault, culpability or a failure to act by or on behalf of Maxim.

3. The Company agrees to notify Maxim promptly of the assertion against it or any other person of any claim

or the commencement of any action or proceeding relating to a transaction contemplated by the Agreement.

4. If for any reason the foregoing indemnity is unavailable to Maxim or insufficient to hold Maxim harmless,

then the Company shall contribute to the amount paid or payable by Maxim, as the case may be, as a result of such losses, claims, damages

or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand,

and Maxim on the other, but also the relative fault of the Company on the one hand and Maxim on the other that resulted in such losses,

claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of

losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in

defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, Maxim’s share of the liability

hereunder shall not be in excess of the amount of fees actually received, or to be received, by Maxim under the Agreement (excluding any

amounts received as reimbursement of expenses incurred by Maxim).

5. These Indemnification Provisions shall remain in full force and effect whether or not the transaction

contemplated by the Agreement is completed and shall survive the termination of the Agreement, and shall be in addition to any liability

that the Company might otherwise have to any indemnified party under the Agreement or otherwise.

Members

FINRA & SIPC

300 Park Avenue, 16th

Floor * New York, NY 10022 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com

Very truly yours,

Maxim

Group LLC

By: ___________________________

Address for notice:

300 Park Avenue

16th Floor

New York, NY 10022

Accepted and Agreed to as of

the date first written above:

TIANCI INTERNATIONAL, INC.

By:

Name:

Title:

Address for notice:

Tianci International, Inc.

Unit 1109, Lippo Sun Plaza

28 Canton Road, Tsim Sha Tsui

Kowloon, Hong Kong

Members

FINRA & SIPC

300 Park Avenue, 16th

Floor * New York, NY 10022 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com

EX-4.1 — COMMON STOCK PURCHASE WARRANT

EX-4.1

Filename: tianci_ex0401.htm · Sequence: 3

Exhibit 4.1

COMMON STOCK PURCHASE WARRANT

TIANCI INTERNATIONAL, INC.

Warrant Shares: [_______]

Issuance Date: ________, 2026

THIS COMMON STOCK PURCHASE

WARRANT (this “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) the third (3) year

anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, then the next Trading Day (the “Termination

Date”) but not thereafter, to subscribe for and purchase from TIANCI INTERNATIONAL, INC., a Nevada corporation (the “Company”),

up to [______] Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common

Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions.

Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement

(the “Purchase Agreement”), dated [-], 2026, among the Company and the purchasers signatory thereto.

Section 2. Exercise.

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any

time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed

PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).

Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined

in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the

Warrant Shares specified in the applicable Notice of Exercise by wire transfer unless the cashless exercise procedure specified in Section

2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion

guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary,

the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant

Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company

for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial

exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the

effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant

Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such

purchases. The Company shall deliver any objection to any Notice of Exercise on the Trading Day on receipt of such notice. The Holder

and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following

the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given

time may be less than the amount stated on the face hereof.

Exercise Price. The initial exercise price per Common Stock under this Warrant shall be $_____, subject to adjustment hereunder.

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 Warrant Shares to the Holder, then this Warrant may only 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 Warrant

Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = as applicable:

(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1)

both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant

to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation

NMS promulgated under the federal securities laws) on such Trading Day, (ii) the highest Bid Price of the Common Stock on the principal

Trading Market as reported by Bloomberg L.P. (“Bloomberg”) within two (2) hours of the time of the Holder’s delivery

of the Notice of Exercise pursuant to Section 2(a) hereof if such Notice of Exercise is delivered during “regular trading hours,”

or within two (2) hours after the close of “regular trading hours” on a Trading Day or (iii) the VWAP on the date of the applicable

Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is delivered pursuant to Section

2(a) hereof after two (2) hours following the close of “regular trading hours” on such Trading Day;

(B) = the Exercise

Price of this Warrant, as adjusted hereunder; and

(X) = the number

of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were

by means of a cash exercise rather than a cashless exercise.

Warrant 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 Warrant Shares being issued shall take on the registered characteristics of the Warrants being exercised. The

Company agrees not to take any position contrary to this Section 2(c).

“Bid Price”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock are then listed

or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading

Market on which the Common Stock are 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)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price

of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock are not then

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock 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 Common Stock so reported, or (d) in

all other cases, the fair market value of a Common Stock as determined by an independent appraiser selected in good faith by the Holders

of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall

be paid by the Company.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock are then listed

or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock are 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)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted

average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock

are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock 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 Common Stock so reported,

or (d) in all other cases, the fair market value of a Common Stock as determined by an independent appraiser selected in good faith

by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses

of which shall be paid by the Company.

d) Mechanics of Exercise.

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted

by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository

Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in

such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of

the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a

certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares

to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date

that is the earlier of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading

Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant

Share Delivery Date”), provided that the payment of the aggregate Exercise Price (other than in the instance of a cashless exercise)

is received by the Company by the Warrant Share Delivery Date. Upon delivery of the Notice of Exercise, the Holder shall be deemed, solely

for purposes of Regulation SHO under the Securities Act to have become the holder of record of the Warrant Shares with respect to which

this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise

Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of

Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason

to deliver or cause the delivery to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date,

the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to

such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing

to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery

Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is

a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement

Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading

Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

ii.

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request

of a Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing

the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects

be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant

to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available

to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions

of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required

by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Common

Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise

(a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s

total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the amount obtained by multiplying

(1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times

(2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either

reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such

exercise shall be deemed rescinded) or deliver to the Holder the number of Common Stock that would have been issued had the Company timely

complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase

price of $11,000 to cover a Buy-In with respect to an attempted exercise of this Warrant to purchase Common Stock with an aggregate sale

price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be

required to pay the Holder $1,000. The Holder shall provide the Company with written notice indicating the amounts payable to the Holder

with respect to the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s

right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific

performance and/or injunctive relief with respect to the Company’s failure to timely deliver Common Stock upon exercise of the Warrant

as required pursuant to the terms hereof.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise

of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company

shall round up to the nearest whole share.

vi.

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer

tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the

Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder;

provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder,

this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and

the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository

Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of

the Warrant Shares.

vii.

Closing of Books. The Company will not close its shareholder books or records in any manner, which prevents the timely exercise

of this Warrant, pursuant to the terms hereof.

e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant,

and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that

after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s

Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution

Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of

the foregoing sentence, the number of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include

the number of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially

owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted

portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation

on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution

Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated

in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section

2(e), in determining the number of outstanding Common Stock, a Holder may rely on the number of outstanding Common Stock as reflected

in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public

announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of Common

Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in

writing to the Holder the number of Common Stock then outstanding. In any case, the number of outstanding Common Stock shall be

determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its

Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial

Ownership Limitation” shall be [9.99/4.99%] of the number of Common Stock outstanding immediately after giving effect to the

issuance of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the

Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds

9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this

Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation

will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall

be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph

(or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to

make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph

shall apply to the successor holder of this Warrant.

Section

3. Certain Adjustments.

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or

otherwise makes a distribution or distributions to all holders of its Common Stock or any other equity or equity equivalent securities

payable in Common Stock (which, for avoidance of doubt, shall not include any Common Stock issued by the Company upon exercise of this

Warrant), (ii) subdivides issued and outstanding Common Stock into a larger number of shares, (iii) combines (including by way of reverse

share split) issued and outstanding Common Stock into a smaller number of shares, or (iv) issues by reclassification of Common Stock any

shares of share capital of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator

shall be the number of Common Stock (excluding treasury shares, if any) issued and outstanding immediately before such event and of which

the denominator shall be the number of Common Stock issued and outstanding immediately after such event, and the number of shares issuable

upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged.

Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the date of payment of such dividend or distribution

and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.

Share Combination Event Adjustment. If at any time after the Initial Exercise Date, there occurs any share split, share

dividend, reverse share split, or share combination, recapitalization or other similar transaction involving the shares of Common Stock

(each, a “Share Combination Event”, and the date of such Share Combination Event (or if the Share Combination Event

occurs after the close of Trading on the Principal Market, the Trading Day following such date), the “Share Combination Event

Date”), then, in addition and after giving effect to the adjustments for that Share Combination Event elsewhere in this Section 3,

the Exercise Price shall be reduced, but in no event increased, to the lowest VWAP during the period commencing five consecutive Trading

Days immediately preceding and ending on the fifth Trading Day immediately following the Share Combination Event Date (as applicable,

the “Event Market Price” and such period, the “Share Combination Adjustment Period”); provided,

that in calculating the Event Market Price, the VWAP for Trading Days prior to the Share Combination Event Date shall be the VWAP reported

after adjusting pursuant to Section 3(a) hereof. The adjustment of the Exercise Price shall take effect beginning at the close of trading

on the Principal Market on the first day of the Share Combination Adjustment Period and continuing each Trading Day thereafter until the

close of trading on the Principal Market on the last day of the Share Combination Adjustment Period, effective at the close of trading

on the Principal Market on each Trading Day during the Share Combination Adjustment Period. For each adjustment of the Exercise Price

under this Section 3(b) the number of Warrant Shares issuable upon exercise of this Warrant (such resulting number, the “Share

Combination Issuable Shares”) shall be increased such that the aggregate Exercise Price payable hereunder, after taking into

account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price on the Issuance Date for the Warrant Shares

then outstanding. For the avoidance of doubt, (A) if the Holder delivers a Notice of Exercise during the Share Combination Adjustment

Period, the Exercise Price shall equal the lower of (1) the Exercise Price then in effect and (2) the lowest applicable Event Market Price

as of the most recent close of trading on the Principal Market as of the day and time on which the Notice of Exercise is delivered (which

shall equal the lowest VWAP during the Share Combination Adjustment Period as of such day and time), and (B) if as of the end of the Share

Combination Adjustment Period the Event Market Price is not lower than the Exercise Price in effect prior to the Share Combination Adjustment

Period, then no adjustment to the Exercise Price or number of Warrant Shares shall occur under this Section 3(b).

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time, while this Warrant

is outstanding, the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or

other property pro rata to all record holders of any class of Common Stock (the “Purchase Rights”), then the Holder

will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have

acquired if the Holder had held the number of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations

on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is

taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders

of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the

extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership

Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such

Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the

Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend

or other distribution of its assets (or rights to acquire its assets) to all holders of Common Stock, by way of return of capital or otherwise

(including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off,

reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),

at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of Common Stock acquirable upon complete

exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership

Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as

of which the record holders of Common Stock are to be determined for the participation in such Distribution (provided, however,

that to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial

Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership

of any Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for

the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership

Limitation).

Fundamental Transaction. If, at any time while this 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 and

all of its Subsidiaries, taken as a whole, 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 Common

Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders

of greater than 50% of the outstanding Common Stock or greater than 50% of the voting power of the common equity of the Company, (iv)

the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization

of the Common Stock or any compulsory share exchange pursuant to which the Common Stock 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, spin-off,

merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires greater than 50%

of the outstanding Common Stock or greater than 50% of the voting power of the common equity of the Company (each a “Fundamental

Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant

Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option

of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of Common Stock of the successor

or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate

Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Common Stock for which this

Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise

of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply

to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Common Stock in such Fundamental

Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the

relative value of any different components of the Alternate Consideration. If holders of Common Stock 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 the Alternate Consideration

it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the

event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable

at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the

public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount

of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation

of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company's control, including

not approved by the Company's Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity

the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant,

that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that

consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to

receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if

holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common

Stock will be deemed to have received common stock of the Successor Entity (which Successor Entity may be the Company following such Fundamental

Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes

Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable

Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for

a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the

Termination Date, (B) an expected volatility equal to the greater of (1) the 30 day volatility, (2) the 100 day volatility or (3) the

365 day volatility, each of clauses (1)-(3) as obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization

factor) as of the Trading Day immediately following the public announcement of the applicable contemplated Fundamental Transaction, (C)

the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash,

if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the VWAP immediately

preceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental

Transaction, if earlier), (D) a remaining option time equal to the time between the date of the public announcement of the applicable

contemplated Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will

be made by wire transfer of immediately available funds (or such other consideration) within the later of (i) five Business Days of the

Holder’s election and (ii) the date of consummation of the 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 Warrant in accordance with the provisions of this Section 3(e) pursuant to written agreements

in form and substance reasonably satisfactory to Holders of a majority in interest of the Warrants (based on the number of Warrant Shares

underlying such Warrants) then outstanding (as determined without unreasonable delay) prior to such Fundamental Transaction and shall,

at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written

instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital

stock of such Successor Entity (or its parent entity) equivalent to the Common Stock acquirable and receivable upon exercise of this Warrant

(without regard to any limitations on the exercise of this 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 Common Stock

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 Warrant immediately prior to the consummation of such Fundamental

Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction,

the Successor Entity shall succeed to, and be substituted for, the Company under this Warrant (so that from and after the occurrence or

consummation of such Fundamental Transaction, each and every provision of this Warrant referring to the “Company” shall refer

instead to the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities may exercise

every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations

of the Company prior thereto under this Warrant with the same effect as if such Successor Entity or Successor Entities, jointly and severally,

had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this

Section 3(e) regardless of (i) whether the Company has sufficient authorized Common Stock for the issuance of Warrant Shares and/or (ii)

whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share,

as the case may be. For purposes of this Section 3, the number of Common Stock deemed to be issued and outstanding as of a given date

shall be the sum of the number of Common Stock (excluding treasury shares, if any) issued and outstanding.

Notice to Holder.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company

shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment

to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.

Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form)

on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the

Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of

any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification

of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of

the assets of the Company, or any compulsory share exchange whereby the Common Stock are converted into other securities, cash or property,

or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company,

then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the

Warrant Register of the Company, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified,

a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants,

or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions,

redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer

or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of

record shall be entitled to exchange their Common Stock for securities, cash or other property deliverable upon such reclassification,

consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in

the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that

any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,

the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain

entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering

such notice except as otherwise be expressly set forth herein.

Subsequent Equity Sale. If the Company at any time while this Warrant is outstanding, shall sell, enter into an agreement

to sell, or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer,

sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents other than Exempt Issuances (as

defined in the Securities Purchase Agreement), at an effective price per share less than the Exercise Price then in effect (such lower

price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”), then effective as

of the close of trading on the last Trading Day of the New Issuance Adjustment Period (as defined below) for each Dilutive Issuance the

Exercise Price shall be reduced, but in no event increased, to the lower of the (1) Base Share Price and the (2) lowest VWAP during the

period commencing five consecutive Trading Days immediately preceding and ending on the fifth Trading Day immediately following the consummation

of such Dilutive Issuance (as applicable, the “New Issuance Price” and such period, the “New Issuance Adjustment

Period”). The Company shall notify the Holder, in writing, no later than the second Trading Day following the issuance or deemed

issuance of any Dilutive Issuance subject to this Section 3(h), indicating therein the applicable issuance price, or applicable reset

price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). Notwithstanding

the foregoing, if the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued Common Stock or Common

Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or

exercised. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any Common Stock

or Common Stock Equivalents either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or

varies with, the trading prices of or quotations for the Common Stock at any time after the initial issuance of such debt or equity securities

or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of

such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of

the Company or the market for the Common Stock, other than in connection with customary anti-dilution adjustments resulting from future

stock splits, stock dividends or similar transactions, or (ii) issues or sells any amortizing convertible security that amortizes prior

to its maturity date, whereby it is required to or has the option to (or the investor in such security has the option to require the Company

to) make such amortization payments in Common Stock (whether or not such payments in stock are subject to certain equity conditions) or

(iii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or “at-the-market”

offering, whereby it may sell securities at a future determined price, regardless of whether shares pursuant to such agreement have actually

been issued and regardless of whether such agreement is subsequently canceled, provided that any issuance of shares upon the exercise

of the Warrants will not be deemed a Variable Rate Transaction. For the avoidance of doubt, for purposes of calculating any exercise price

with respect to Common Stock Equivalents, the Common Stock Equivalents shall be deemed to have been exercised solely by payment in cash

of the exercise price therefor, and no cashless exercise mechanism shall be taken into account. For the purposes of this Section 3(h),

pre-funded warrants to purchase Common Stock shall be treated as Common Stock.

For purposes of

this Section 3(h), the "effective price per share" with respect to any issuance of Common Stock or Common Stock Equivalents

shall be calculated as follows:

Issuance of Options. If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue

or sell) any Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any

such Option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise

pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and

to have been issued and sold by the Company at the time of the granting, issuance or sale (or the time of execution of such agreement

to grant, issue or sell, as applicable) of such Option for such price per share. For purposes of this Section 3(h)(i), the “lowest

price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Options or upon conversion,

exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof”

shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with

respect to any one share of Common Stock upon the granting, issuance or sale (or pursuant to the agreement to grant, issue or sell, as

applicable) of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalent issuable

upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for

which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any

such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise

pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon

the granting, issuance or sale (or the agreement to grant, issue or sell, as applicable) such Option, upon exercise of such Option and

upon conversion, exercise or exchange of any Common Stock Equivalent issuable upon exercise of such Option or otherwise pursuant to the

terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option

(or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance

of such Common Stock or of such Common Stock Equivalents upon the exercise of such Common Stock otherwise pursuant to the terms of or

upon the actual issuance of such Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents.

ii.

Issuance of Common Stock Equivalents. If the Company in any manner issues or sells (or enters into any agreement to issue

or sell) any Common Stock Equivalents and the lowest price per share for which one share of Common Stock is at any time issuable upon

the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share

of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale

(or the time of execution of such agreement to issue or sell, as applicable) of such Common Stock Equivalents for such price per share.

For the purposes of this Section 3(h)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable

upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of

(x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common

Stock upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of the Common Stock Equivalent and upon

conversion, exercise or exchange of such Common Stock Equivalent or otherwise pursuant to the terms thereof and (y) the lowest conversion

price set forth in such Common Stock Equivalent for which one share of Common Stock is issuable (or may become issuable assuming all possible

market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts

paid or payable to the holder of such Common Stock Equivalent (or any other Person) upon the issuance or sale (or the agreement to issue

or sell, as applicable) of such Common Stock Equivalent plus the value of any other consideration received or receivable by, or benefit

conferred on, the holder of such Common Stock Equivalent (or any other Person). Except as contemplated below, no further adjustment of

the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion, exercise or exchange of such Common Stock

Equivalents or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Common Stock Equivalents is made upon

exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(h),

except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

iii.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional

consideration, if any, payable upon the issue, conversion, exercise or exchange of any Common Stock Equivalents, or the rate at which

any Common Stock Equivalents are convertible into or exercisable or exchangeable for Common Stock increases or decreases at any time (other

than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the

Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect

at such time had such Options or Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration

or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section

3(h)(iii), if the terms of any Option or Common Stock Equivalent that was outstanding as of the Initial Exercise Date are increased or

decreased in the manner described in the immediately preceding sentence, then such Option or Common Stock Equivalent and the Common Stock

deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease.

No adjustment pursuant to this Section 3(h) shall be made if such adjustment would result in an increase of the Exercise Price then in

effect.

iv.

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents and/or Adjustment Right is issued in

connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the

“Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities”

and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration

per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit,

(y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock

is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(h)(i) or 3(h)(ii) above and

(z) the lowest VWAP of the Common Stock on any Trading Day during the ten (10) Trading Day period (the “Adjustment Period”)

beginning five (5) Trading Days before and ending five (5) Trading Days immediately following the public announcement of such Dilutive

Issuance (for the avoidance of doubt, if such public announcement is released prior to the opening of the applicable Trading Market on

a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and if this Warrant is exercised, on any

given Exercise Date during any such Adjustment Period, solely with respect to such portion of this Warrant converted on such applicable

Exercise Date, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to

such Exercise Date). If any Common Stock, Options or Common Stock Equivalents are issued or sold or deemed to have been issued or sold

for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If

any Common Stock, Options or Common Stock Equivalents are issued or sold for a consideration other than cash, the amount of such consideration

received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities,

in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such

security beginning five (5) Trading Days before and ending five (5) Trading Days immediately following the date of receipt. If any Common

Stock, Options or Common Stock Equivalents are issued to the owners of the non-surviving entity in connection with any merger in which

the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net

assets and business of the non-surviving entity as is attributable to such Common Stock, Options or Common Stock Equivalents (as the case

may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and

the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the

“Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th)

day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination

of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall

be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities

issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(h) of

Common Stock that could result in a decrease in the net consideration received by the Company in connection with, or with respect to,

such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Record Date. If the Company takes a record of the holders of Common Stock for the purpose of entitling them (A) to receive

a dividend or other distribution payable in Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase Common

Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance or sale of the Common Stock

deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting

of such right of subscription or purchase (as the case may be).

Floor Price. Other than any adjustments made pursuant to Section 3(b) and Section 3(h) above, in no event, at any time while

this Warrant is outstanding shall the Exercise Price be adjusted to a price that is less than the Floor Price, including, for the avoidance

of doubt, any adjustments provided in this Warrant.“Floor Price” means a price equal to $[ ]1,

as adjusted for share dividends, share splits, stock combinations and other similar transactions.

Section

4. Transfer of Warrant.

Transferability. This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant

at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the

form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon

the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or

Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument

of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant

shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender

this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant

to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this

Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant

Shares without having a new Warrant issued.

New Warrants. This Warrant may be divided into or combined with other Warrants upon presentation hereof at the aforesaid

office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed

by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division

or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date of

this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose

(the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat

the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,

and for all other purposes, absent actual notice to the contrary.

Section

5. Miscellaneous.

No Rights as Shareholder; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends

or other rights as a shareholder of the Company prior to the issuance of Warrant Shares upon exercise hereof as set forth in Section 2(d)(i),

except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise”

pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company

be required to net cash settle an exercise of this Warrant.

______________________

Being 20% of the Nasdaq Minimum Price

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any share certificate relating to the Warrant Shares,

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or stock certificate.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right

required or granted herein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding

Trading Day.

Authorized Shares.

The Company covenants

that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued share capital a sufficient number

of Common Stock to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company

further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing

the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action

as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,

or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares

which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented

by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable

and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any

transfer occurring contemporaneously with such issue).

Except and to the

extent as waived or consented to by the Holders of a majority in interest of the Warrants (based on the number of Warrant Shares underlying

such Warrants) then outstanding which are not beneficially owned by Affiliates of the Company, the Company shall not by any action, including,

without limitation, amending its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution,

issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of

this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as

may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment; provided, however, that

no modification of the terms (including but not limited to the adjustments described in Section 3) upon which the Warrants are exercisable

or the rights of holders of Warrants to receive liquidated damages or other payments in cash from the Company or reducing the percentage

required for consent to modification of this Warrant may be made without the consent of the Holder of each outstanding Warrant affected

thereby. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above

the amount payable therefor upon such exercise immediately prior to such increase in par value, except for any increase as a result of

any share consolidation as set forth in Section 3(a), (ii) take all such action as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially

reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,

as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any

action, which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,

the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory

body or bodies having jurisdiction thereof.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall

be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles

of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the

transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers,

shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City

of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of

New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated

hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that

it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient

venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any

such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)

to such party at the address in effect for notices to it under this Warrant and agrees that, subject to applicable law, such service shall

constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any

right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any

provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable

attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered,

and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder

shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other

provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in

any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses

including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting

any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without

limitation, any Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight

courier service, addressed to the Company, at Unit 1109, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong, Attention:

Chief Executive Officer, email address: gao.sf@rqscapital.com, or such other email address or address as the Company may specify

for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder

shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to each

Holder at the e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries

hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered

via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading

Day after the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section

on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following

the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom

such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information

regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current

Report on Form 8-K.

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant

to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the

Holder for the purchase price of any Common Stock or as a shareholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,

will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby

shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted

assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and

shall be enforceable by the Holder or holder of Warrant Shares.

Amendment. Other than Section 2(e) and this Section 5(l), which may not be amended, this Warrant may be modified or amended

or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder, on the other hand.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and

valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision

shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be

deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first indicated above.

TIANCI INTERNATIONAL, INC.

By: __________________________________________

Name:

Title:

NOTICE OF EXERCISE

To: TIANCI

INTERNATIONAL, INC.

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant

(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes,

if any.

(2)

Payment shall take the form of (check applicable box):

☐ in lawful money

of the United States; or

☐ if permitted the

cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise

this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in

subsection 2(c).

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following

DWAC Account Number:

_______________________________

[SIGNATURE

OF HOLDER]

Name of Investing Entity: _______________________________________________________________________

Signature of Authorized Signatory of Investing

Entity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: _______________________________________________________________________________________

ASSIGNMENT FORM

(To assign the foregoing

Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing

Warrant and all rights evidenced thereby are hereby assigned to

Name:

____________________________________

(Please Print)

Address:

____________________________________

Phone Number:

Email Address:

(Please Print)

____________________________________

Dated: _______________ __, ______

Holder’s Signature: _________________________________

Holder’s Address: __________________________________

EX-4.2 — PRE-FUNDED COMMON STOCK PURCHASE WARRANT

EX-4.2

Filename: tianci_ex0402.htm · Sequence: 4

Exhibit 4.2

PRE-FUNDED COMMON STOCK PURCHASE WARRANT

TIANCI INTERNATIONAL, INC.

Warrant Shares: [_______]

Issuance Date: ________, 2026

THIS PRE-FUNDED COMMON STOCK

PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination