WARRANT EXCHANGE AGREEMENT This Warrant Exchange Agreement (this " Agreement ") between China SXT Pharmaceuticals, Inc. (the " Company ") and the undersigned hereto (each, a " Holder ", collectively, the " Holders "; tog

WARRANT EXCHANGE AGREEMENT

This Warrant Exchange Agreement

(this "Agreement") between China SXT Pharmaceuticals, Inc. (the "Company") and the undersigned hereto

(each, a "Holder", collectively, the "Holders"; together with the Company, the "Parties"

and, each, a "Party") is dated March 13, 2025. Capitalized terms that are not defined herein shall have the meanings

as set forth in the Existing Warrants (as defined below).

A. The Company issued to

certain investors, including the Holders, 28,400,000 warrants (the "Existing Warrants"), each of which is exercisable

to purchase approximately 1.52 ordinary shares of the Company, with no par value (the "Ordinary Shares"), and which,

collectively, are exercisable to purchase 43,134,871 Ordinary Shares in total, at $0.66 per share, in a private placement offering on

B. By friendly negotiation,

the Company and the Holders desire to cancel and retire 28,400,000 Existing Warrants owned by the Holders in exchange for an aggregate

of 11,225,000 Ordinary Shares (collectively, the "Exchange Shares").

C. The exchange of the

Existing Warrants for the Exchange Shares (the "Exchange") is being made in reliance upon the exemption from registration

(the "Exemption") provided by Section 3(a)(9) of the Securities Act of 1933, as amended (together with the related rules and

regulations, the "Securities Act").

In consideration of the premises

and the agreements set forth below, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

Section 1.1 Exchange of

Existing Warrants. Upon the terms and subject to the conditions of this Agreement, each Holder, severally but not jointly, conveys,

assigns, transfers and surrenders the Existing Warrants to the Company and, in exchange, the Company cancels the Existing Warrants and

issues the Exchange Shares to the Holders. In connection with the Exchange, each Holder, severally but not jointly, relinquishes all rights,

title and interest in the Existing Warrants (including any related claims that each Holder may have against the Company other than for

receipt of the Exchange Shares) and assigns the same to the Company. The issuance of the Exchange Shares to the Holders will be made without

registration of such Exchange Shares under the Securities Act, in reliance upon the Exemption and accordingly, the Exchange Shares will

be issued by the Company to the Holders, on a restricted basis.

Section 1.1 Issuance of

Exchange Shares. Upon the execution and delivery of this Agreement (i) the Existing Warrant of the Holders that are held in book-entry

form or certificated form shall be deemed automatically cancelled in full and of no force and effect, (ii) each Holder with Existing Warrants

in certificate form shall provide promptly the Company's transfer agent, TranShare Corporation (the "Transfer Agent")

with the tracking number(s) for the mailing of the certificate(s) of such Existing Warrants, and within one (1) business days following

the date hereof, the Company shall (a) instruct the Transfer Agent to issue to each Holder such number of Exchange Shares as set forth

in Schedule I attached hereto and (b) use commercially reasonable efforts to cause the Transfer Agent to deliver the Exchange Shares

to the Holders as soon as practicable thereafter pursuant to the Holders' instructions as set forth in each Holder's signature

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE

Each Holder, severally but not

jointly, makes the following representations, warranties and covenants, each of which is true and correct on the date hereof, and shall

survive the consummation of the transactions contemplated by this Agreement (the "Transactions"):

Section 2.1 Existence and

(a) If the Holder is

an entity, the Holder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized.

(b) The Holder has all

requisite power, authority and capacity to execute and deliver this Agreement, to perform the Holder's obligations and to consummate

the Transactions. The execution, delivery and performance of this Agreement, and the consummation of the Transactions have been duly authorized

by all necessary action on the part of the Holder, and no further consent, approval or authorization is required by the Holder in order

for the Holder to execute, deliver and perform this Agreement and consummate the Transactions.

Section 2.2 Valid and Enforceable

Agreement; Authorization. This Agreement has been duly executed and delivered by each Holder and, assuming due execution and delivery

by the Company, constitutes the legal, valid and binding obligation of each Holder, enforceable against such Holder in accordance with

its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws

affecting or relating to the enforcement of creditors' rights generally; and (b) general principles of equity.

Section 2.3 The Exemption.

Each Holder understands that the Exchange Shares are being offered and issued in reliance on specific provisions of federal and state

securities laws, specifically the Exemption, and not under a registration statement of the Company, and that the Company is relying upon

the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of each Holder for purposes

of qualifying for exemptions from registration under the Securities Act and applicable state securities laws.

Section 2.4 Title to Warrants.

Each Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to its Existing Warrants, free and

clear of any Liens (as defined below). Each Holder has the full power and authority to transfer and dispose of the Existing Warrants and

will deliver such Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities

laws and except as set forth in this Agreement, each Holder has not, in whole or in part, (a) assigned, transferred, hypothecated, pledged

or otherwise disposed of the Existing Warrants or its rights in such Existing Warrants, or (b) given any person or entity any transfer

order, power of attorney, vote, plan, pending proposal or other right of any nature whatsoever with respect to such Existing Warrants

which would limit the Holders' power to transfer the Existing Warrants. "Liens" means any security or other property

interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention

agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation

of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.

Section 2.5 Non-Contravention.

The execution, delivery and performance of this Agreement by each Holder and the consummation by such Holder of the Transactions do not

and will not (a) if the Holder is an entity, result in any violation of the provisions of the articles of formation and bylaws or equivalent

valid and in force organizational documents of the Holder, or (b) constitute or result in a breach, violation, conflict or default under

any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Holder is a party or by which the

Holder is bound or to which any of the property or assets of such Holder is subject, or any statute, order, rule or regulation of any

court or governmental agency or body having jurisdiction over such Holder or any of its properties or cause the acceleration or termination

of any obligation or right of such Holder, except in the case of clause (b) for such breaches, conflicts, defaults, rights or violations

which would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of each Holder to

perform its obligations.

Section 2.6 Investment Decision.

is a sophisticated investor acquiring the Exchange Shares in the ordinary course of business and has such knowledge and experience in

financial and business matters as to be capable of evaluating the merits and risks of investing in the Exchange Shares and has so evaluated

the merits and risks of investing in the Exchange Shares, (ii) each Holder is able to bear the entire economic risk of investing in the

Exchange Shares, (iii) each Holder is investing in the Exchange Shares with a full understanding of all of the terms, conditions and risks

of such an investment and willingly assume those terms, conditions and risks, and (iv) each Holder has not relied on any statement or

other information provided by any person concerning the Company, the Exchange, or the Exchange Shares.

(b) Each Holder acknowledges

that an investment in the Exchange Shares involves a high degree of risk, and the Exchange Shares are, therefore, a speculative investment.

Each Holder acknowledges that the terms of the Exchange have been established by negotiation between the Parties. Each Holder acknowledges

that the Company has not given any investment advice, rendered any opinion or made any representation to such Holder about the advisability

of this decision or the potential future value of any of the Existing Warrants. EACH HOLDER ACKNOWLEDGES THAT, BY EXCHANGING THE EXISTING

WARRANTS FOR ORDINARY SHARES UNDER THIS AGREEMENT, THE HOLDER WILL NOT BENEFIT FROM ANY FUTURE APPRECIATION IN THE MARKET VALUE OF THE

been given full and adequate access to information relating to the Company, including the Company's business, finances and operations

as the Holder has deemed necessary or advisable in connection with such Holder's evaluation of the Exchange. Each Holder has not

relied upon any representations or statements made by the Company or such Holder's agents, officers, directors, employees or shareholders

in regard to this Agreement. Each Holder has sought such accounting, legal and tax advice as such Holder has considered necessary to make

an informed investment decision with respect to such Holder's acquisition of the Exchange Shares and is not relying on the Company

or any of the Company's affiliates for any such advice. Each Holder has had the opportunity to review the Company's filings

with the Securities and Exchange Commission (the "SEC'). Each Holder and its advisors, if any, have been afforded the

opportunity to ask questions of the Company. Each Holder has made an independent decision to exchange such Holder's Existing Warrants

for Exchange Shares and is relying solely on its own accounting, legal and tax advisors, and not on any statements of the Company or any