Exhibit 4.2


Form of Underwriter’s Warrant


 


THE REGISTERED
HOLDER OF THIS UNDERWRITER WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED
EIGHTY (180) DAYS BEGINNING ON THE date of the commencemEnt of sales of the offering pursuant the registration statement No: 333-[●]
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS UNDERWRITER WARRANT TO ANYONE
OTHER THAN OFFICERS OR PARTNERS OF NETWORK 1, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH
FINRA CONDUCT RULE 5110(E)(1), OR (B) CAUSE THIS UNDERWRITER WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY
HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS UNDERWRITER WARRANT
OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(e)(2).


 


THIS UNDERWRITER WARRANT IS NOT EXERCISABLE PRIOR
TO [●], 2022 [THE DATE OF THE COMMENCEMENT OF SALES OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [●],
2027 [DATE THAT IS FIVE YEARS FROM THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING].


 


ORDINARY SHARES UNDERWRITER WARRANT


 


For the Purchase of [●] Ordinary Shares


 


of


 


MILLENNIUM GROUP INTERNATIONAL HOLDINGS LIMITED


 


1. Underwriter
Warrant. THIS ORDINARY SHARES UNDERWRITER WARRANT (this “Underwriter Warrant”) certifies that, pursuant to that
certain Underwriting Agreement by and between Millennium Group International Holdings Limited, a Cayman Islands exempted company (the
“Company”) and Network 1 Financial Securities, Inc. (“Network 1”), dated [●], 2022 (the “Underwriting
Agreement”), Network 1 (in such capacity with its permitted successors or assigns, the “Holder”), as registered
owner of this Underwriter Warrant, is entitled, at any time or from time to time from [●], 2022 (the “Exercise Date”)
[THE DATE OF THE COMMENCEMENT OF SALES OF THE OFFERING], and at or before 5:00 p.m., Eastern time, [●], 2027 [DATE THAT IS FIVE
YEARS FROM THE COMMENCEMENT OF SALES OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for,
purchase and receive, in whole or in part, up to [●] Ordinary Shares of the Company, par value $0.001 per share (the “Shares”)1,
subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions
are authorized by law or executive order to close, then this Underwriter Warrant may be exercised on the next succeeding day which is
not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date,
the Company agrees not to take any action that would terminate this Underwriter Warrant. This Underwriter Warrant is initially exercisable
at $[●] per Share (120% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of
the events specified in Section 5 hereof, the rights granted by this Underwriter Warrant, including the exercise price
per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise
Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. Any term not defined
herein shall have the meaning ascribed thereto in the Underwriting Agreement. The Underwriter Warrant is redeemable.


 





2. Exercise.


 


2.1 Exercise Form.
In order to exercise this Underwriter Warrant, the exercise form attached hereto as Exhibit A (the “Exercise
Form”) must be duly executed and completed and delivered to the Company, together with this Underwriter Warrant and payment
of the Exercise Price for the Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated
by the Company. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern Time, on the Expiration
Date, this Underwriter Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease
and expire.


 





 






	1	7% of the number of Ordinary Shares sold in the Offering.



 






     


    


    

 


2.2 Cashless Exercise.
In lieu of exercising this Underwriter Warrant by payment of cash pursuant to Section 2.1 above, Holder may, at any time,
elect to receive the number of Shares equal to the value of this Underwriter Warrant (or the portion thereof being exercised), by surrender
of this Underwriter Warrant to the Company, together with the Exercise Form, in which event the Company shall issue to Holder, Shares
in accordance with the following formula:


 


	X =	Y(A – B)	 
	A	 


 


	Where,	X = The number of Shares to be issued to Holder;


 


Y = The number of Shares that
would be issuable upon exercise of this Underwriter Warrant in accordance with the terms of this Underwriter Warrant if such exercise
were by means of a cash exercise rather than a cashless exercise;


 


A = The fair market value of one Share; and


 


B = The Exercise Price of this Underwriter Warrant,
as adjusted hereunder.


 


For purposes of this Section 2.2,
the fair market value of a Share is defined as follows:


 


(i) if the Company’s
Ordinary Shares are traded on a securities exchange, the value shall be deemed to be the closing price on such exchange on the trading
day immediately prior to the Exercise Form being submitted in connection with the exercise of this Underwriter Warrant; or


 


(ii) if the Company’s
Ordinary Shares are traded over-the-counter, the value shall be deemed to be the closing bid price on the trading day immediately prior
to the Exercise Form being submitted in connection with the exercise of the Underwriter Warrant;


 


(iii) if there is no active
public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors.


 


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


 


“(i) “THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS FOLLOWING THE COMMENCEMENT OF SALES OF THE OFFERING
PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY’S SECURITIES (FILE NO. 333-[●])) AND MAY NOT BE (A) SOLD, TRANSFERRED,
ASSIGNED, PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN NETWORK 1 FINANCIAL SERVICES INC. OR BONA FIDE OFFICERS OR PARTNERS OF NETWORK
1 FINANCIAL SECURITIES, INC., OR (B) CAUSED TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD
RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2).”


 


2.4 Mechanics of Exercise.


 


i. Delivery of the
Shares Upon Exercise. The Company shall cause the Shares purchased hereunder to be issued by the Company 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 Shares to or resale of the Shares by the Holder or (B) the Shares are eligible for
resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Underwriter
Warrant), 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 Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder
in the Exercise Form by the date that is the earliest of (i) two (2) trading days after the delivery to the Company of the Form of Exercise,
(ii) one (1) trading day after delivery of the aggregate Exercise Price to the Company and (iii) the number of trading days comprising
the Standard Settlement Period after the delivery to the Company of the Form of Exercise (such date, the “Share Delivery Date”).
Upon delivery of the Form of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the
Shares with respect to which this Underwriter Warrant has been exercised, irrespective of the date of delivery of the Shares, provided
that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Share Delivery Date.   The
Company agrees to maintain a Company that is a participant in the FAST program so long as this Underwriter Warrant remains outstanding
and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a
number of Business Days, on the Company’s primary trading market with respect to the Shares as in effect on the date of delivery
of the Form of Exercise.


 


ii.  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 the Shares upon
exercise of the Underwriter Warrant as required pursuant to the terms hereof.


 






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3. Transfer.


 


3.1 General Restrictions.
The registered Holder of this Underwriter Warrant agrees by his, her or its acceptance hereof, that such Holder will not for a period
of one hundred eighty (180) days following the date of commencement of sales of the offering: (a) sell, transfer, assign, pledge or hypothecate
this Underwriter Warrant (or any portion thereof) or any of the Shares issuable hereunder to anyone other than: (i) Network 1 or a selected
dealer (including any officer, manger, member, partner of such selected dealer) participating in the Offering contemplated by the Underwriting
Agreement, or (ii) officers or partners, registered persons or affiliates of Network 1, each of whom shall have agreed to the restrictions
contained herein, in accordance with FINRA Rule 5110(e)(1), or (b) cause this Underwriter Warrant (or any portion thereof) or the
securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the
effective economic disposition of this Underwriter Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(e)(2).The
registered Holder of this Underwriter Warrant will have the option to exercise their warrants after issuance hereof, for all or a lesser
number of the underlying Shares, at any time, provided that such underlying shares will remain subject to the 180-day lock-up period.
On and after that date that is one hundred eighty (180) days after the commencement of sales of the offering, transfers to others may
be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder
must deliver to the Company the assignment form attached hereto as Exhibit B duly executed and completed, together with
this Underwriter Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5)
Business Days transfer this Underwriter Warrant on the books of the Company and shall execute and deliver a new Underwriter Warrant or
Underwriter Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares
purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.


 


3.2 Restrictions Imposed
by the Act. The securities evidenced by this Underwriter Warrant shall not be transferred unless and until: (i) the Company has received
the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act
and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company, (ii) a Registration
Statement relating to the offer and sale of such securities that includes a current prospectus has been filed and declared effective by
the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been
established.


 


4. New
Underwriter Warrants to be Issued.


 


4.1 Partial Exercise
or Transfer. Subject to the restrictions in Section 3 hereof, this Underwriter Warrant may be exercised or assigned
in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Underwriter Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised
pursuant to Section 2.1 hereof, the Company shall cause to be delivered to the Holder without charge a new Underwriter
Warrant of like tenor to this Underwriter Warrant in the name of the Holder evidencing the right of the Holder to purchase the number
of Shares purchasable hereunder as to which this Underwriter Warrant has not been exercised or assigned.


 


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


 


5. Adjustments.


 


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


 


5.1.1 Share Dividends;
Split Ups. If, after the date hereof, and subject to the provisions of Section 5.3 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day
thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding shares, and the Exercise
Price shall be proportionately decreased.


 


5.1.2 Aggregation of
Shares. If, after the date hereof, and subject to the provisions of Section 5.3 below, the number of outstanding
Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date
thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares, and the Exercise
Price shall be proportionately increased.


 






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5.1.3 Replacement of
Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than a change covered
by Section 5.1.1 or Section 5.1.2 hereof or that solely affects the par value of such Shares, or
in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a
consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any
reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity
of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder
of this Underwriter Warrant shall have the right thereafter (until the expiration of the right of exercise of this Underwriter Warrant)
to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind
and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the
number of Shares of the Company obtainable upon exercise of this Underwriter Warrant immediately prior to such event; and if any reclassification
also results in a change in Shares covered by Section 5.1.1 or Section 5.1.2, then such adjustment shall
be made pursuant to Section 5.1.1, Section 5.1.2 and this Section 5.1.3. The provisions of this Section 5.1.3 shall
similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales or
other transfers.


 


5.1.4 Changes in Form
of Underwriter Warrant. This form of Underwriter Warrant need not be changed because of any change pursuant to this Section
5.1, and Underwriter Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated
in the Underwriter Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Underwriter
Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the date
hereof or the computation thereof.


 


5.2 Substitute Underwriter
Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into, another
corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or change
of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall execute and deliver
to the Holder a supplemental Underwriter Warrant providing that the holder of each Underwriter Warrant then outstanding or to be outstanding
shall have the right thereafter (until the stated expiration of such Underwriter Warrant) to receive, upon exercise of such Underwriter
Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction
or amalgamation, by a holder of the number of Shares of the Company for which such Underwriter Warrant might have been exercised immediately
prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Underwriter Warrant shall provide
for adjustments which shall be identical to the adjustments provided for in this Section 5. The above provision of this Section
5 shall similarly apply to successive consolidations or share reconstructions or amalgamations.


 


5.3 Elimination of
Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of
the Underwriter Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent
of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest
whole number of Shares or other securities, properties or rights.


 


6. Registration Rights.


 


6.1 Demand Registration.


 


6.1.1 Grant of Right.
Unless all of the Registrable Securities (defined as below) are included in an effective registration statement with a current prospectus,
the Company, upon written demand (“Demand Notice”) of the Holder(s) of at least 51% of the Underwriter Warrants and/or
the underlying securities (“Majority Holder(s)”), agrees to register, on two occasions,  all or any portion of
the remaining Shares (collectively, the “Registrable Securities”) as requested by the Majority Holder(s) in the Demand
Notice, provided that no such registration will be required unless the Holders request registration of an aggregate of at least 51% of
the outstanding Registrable Securities. On such occasion, the Company will file a new registration statement or a post-effective amendment
to the Registration Statement covering the Registrable Securities within sixty (60) days after receipt of the Demand Notice and use its
commercially reasonable efforts to have such registration statement or post-effective amendment declared effective as soon as possible
thereafter. The demand for registration may be made at any time after one (1) year from the date of effectiveness of the Registration
Statement, but no later than five (5) years from the effective date of the Registration Statement. The Company covenants and agrees to
give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Underwriter Warrants and/or
the Registrable Securities within ten (10) days from the date of the receipt of any such Demand Notice, who shall have five days from
the receipt of such Notice in which to notify the Company of their desire to have their Registrable Securities included in the Registration
Statement.


 






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6.1.2 Terms. The
Company shall bear all fees and expenses attendant to registering the Registrable Securities upon the first Demand Notice, including the
reasonable expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities,
but the Holders shall pay any and all underwriting commissions, if any. The Holders shall bear all fees and expenses attendant to registering
the Registrable Securities upon the second Demand Notice. The Company agrees to use its commercially reasonable efforts to qualify or
register the Registrable Securities in such States as are reasonably requested by the Majority Holder(s); provided, however, that in no
event shall the Company be required to register the Registrable Securities in a State in which such registration would cause (i) the Company
to be obligated to qualify to do business in such State or execute a general consent to service of process, or would subject the Company
to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal shareholders of the Company to be obligated
to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment
filed pursuant to the demand rights granted under Section 6.1.1 to remain effective for a period of twelve (12) consecutive
months from the effective date of such registration statement or post-effective amendment or until the Holders have completed the distribution
of the Registrable Securities included in the Registration Statement, whichever occurs first.


 


6.1.3. Deferred Filing.
If (i) in the good faith judgment of the Board, filing a registration statement pursuant to Section 6.1 would be seriously
detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement
at such time, and (ii) the Company shall furnish to such Holders a certificate signed by a duly authorized officer of the Company stating
that in the good faith judgment of the Board it would be seriously detrimental to the Company for such registration statement to be filed
in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have
the right to defer such filing on two occasions for an aggregate of not more than one hundred and twenty (120) days in any twelve-month
period.


 


6.1.4. No Cash Settlement
Option. The Company is only required to use its commercially reasonable efforts to cause a registration statement covering issuance
of the Registrable Securities underlying the Underwriter Warrant to be declared effective, and once effective, only to use its commercially
reasonable efforts to maintain the effectiveness of the registration statement. The Company will not be obligated to deliver securities,
and there are no contractual penalties for failure to deliver securities, if a registration statement is not effective at the time of
exercise. Additionally, in no event is the Company obligated to settle any Underwriter Warrant, in whole or in part, for cash in the event
it is unable to register the Registrable Securities.


 


6.2 “Piggy-Back”
Registration.


 


6.2.1 Grant of Right.
Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of
the Underwriter Warrants shall have the right for a period of not more than five (5) years from the date of effectiveness of the Registration
Statement, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other
than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or
equivalent form); provided, however, that if, in the written opinion of the Company’s managing underwriter or underwriters, if any,
for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling
shareholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related
to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still
be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion
of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the
sale of any Registrable Securities is so delayed, then the number of securities to be sold by all shareholders in such public offering
shall be apportioned pro rata among all such selling shareholders, including all holders of the Registrable Securities, according to the
total amount of securities of the Company owned by said selling shareholders, including all holders of the Registrable Securities.


 






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6.2.2 Terms. The
Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of any legal counsel
selected by the Holders to represent them in connection with the sale of the Registrable Securities, but the Holders shall pay any and
all underwriting commissions. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding
Registrable Securities with not less than ten (10) days written notice prior to the proposed date of filing of such registration statement.
Such notice to the Holders shall continue to be given for each applicable registration statement filed (during the period in which the
Underwriter Warrant is exercisable) by the Company until such time as all of the Registrable Securities have been registered and sold.
The holders of the Registrable Securities shall exercise the “piggy back” rights provided for herein by giving written notice,
within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall
use its commercially reasonable efforts to cause any registration statement filed pursuant to the above “piggyback” rights
that does not relate to a firm commitment underwritten offering to remain effective for at least nine (9) consecutive months from the
effective date of such registration statement or until the Holders have completed the distribution of the Registrable Securities in the
registration statement, whichever occurs first.


 


7. Reservation
and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance
upon exercise of this Underwriter Warrant, such number of Shares or other securities, properties or rights as shall be issuable upon the
exercise thereof. The Company covenants and agrees that, upon exercise of this Underwriter Warrant and payment of the Exercise Price therefor,
in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully
paid and non-assessable and not subject to preemptive rights of any shareholder. The Company further covenants and agrees that upon exercise
of this Underwriter Warrant and payment of the exercise price therefor, all Shares and other securities issuable upon such exercise shall
be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. As long as this Underwriter
Warrant shall be outstanding, the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of
this Underwriter Warrant to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable,
on the OTC Markets or any successor trading market) on which the Shares issued to the public in the Offering may then be listed and/or
quoted.


 


8. Certain
Notice Requirements.


 


8.1 Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive
notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the
Company. If, however, at any time prior to the expiration of the Underwriter Warrants and their exercise, any of the events described
in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event
at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books (the “Notice Date”)
for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription
rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date
or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each
Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is
given to the shareholders.


 


8.2 Events Requiring
Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following
events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated
by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders
of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital
stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the
Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all
of its property, assets and business shall be proposed.


 






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8.3 Notice of Change
in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section
5 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe
the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s
Chief Financial Officer.


 


8.4 Transmittal of
Notices. All notices, requests, consents and other communications under this Underwriter Warrant shall be in writing and shall be
deemed to have been duly made (1) when hand delivered, (2) when mailed by express mail or private courier service, (3) if sent by
electronic mail, on the day the notice was sent if during regular business hours and, if sent outside of regular business hours, on the
following business day, or (4) when the event requiring notice is disclosed in all material respects and filed in a Current Report on
Form 6-K prior to the Notice Date: (i) if to the registered Holder of the Underwriter Warrant, to the address of such Holder as shown
on the books of the Company, or (ii) if to the Company, to following address or to such other address as the Company may designate by
notice to the Holders:


 


	If to the Holder:
	 	 	 
	 	Network 1 Financial Securities, Inc.
	 	2 Bridge Ave., Suite 241
	 	Red Bank, NJ 07701
	 	Attention:	Damon Testaverde, Managing Director
	 	Email: 	ddtestaverde@netw1.com
	 	 	 
	with a copy (which shall not constitute notice) to:
	 	 	 
	 	Sichenzia Ross Ference LLP
	 	1185 Avenue of the Americas, 31st Floor
	 	New York, New York 10036
	 	Attention: 	David B. Mano, Esq.
	 	Email: 	dmanno@srf.law
	 	 	 
	If to the Company:
	 	 	 
	 	Millennium Group International Holdings Limited
	 	Rm 2722, 27/F, No.1 Hung To Road, Kwun Tong
	 	Kowloon, Hong Kong 999077
	 	Attention: 	Ming Yan Lai, CEO
	 	Email: 	raylai@millennium-gp.com
	 	 	 
	with a copy (which shall not constitute notice) to:
	 	 	 
	 	Ortoli Rosenstadt LLP 
	 	366 Madison Avenue, 3rd Floor
	 	New York, NY 10017
	 	Attn:	William S. Rosenstadt, Esq.
	 	 	Mengyi “Jason” Ye, Esq.
	 	Fax: 212-588-0022
	 	Email:	wsr@orllp.legal
	 	 	jye@@orllp.legal



 






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9. Miscellaneous.


 


9.1 Amendments.
The Company and Network 1 may from time to time supplement or amend this Underwriter Warrant without the approval of any of the Holders
in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any
other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and Network
1 may deem necessary or desirable and that the Company and Network 1 deem shall not adversely affect the interest of the Holders. All
other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the modification
or amendment is sought.


 


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


 


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


 


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


 


9.5 Governing Law;
Submission to Jurisdiction. This Underwriter Warrant shall be governed by and construed and enforced in accordance with the internal
laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action,
proceeding or claim against it arising out of, or relating in any way to this Underwriter Warrant shall be brought and enforced in the
Borough of Manhattan in The City of New York (each, a “New York Court”), and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered
or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8.4 hereof.
Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The
Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies)
all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the
preparation therefor.


 


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


 


9.7 Exchange Agreement.
As a condition of the Holder’s receipt and acceptance of this Underwriter Warrant, Holder agrees that, at any time prior to the
complete exercise of this Underwriter Warrant by Holder, if the Company and Network 1 enter into an agreement (“Exchange Agreement”)
pursuant to which they agree that all outstanding Underwriter Warrants will be exchanged for securities or cash or a combination of both,
then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


9.8 Execution in Counterparts.
This Underwriter Warrant may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each
of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become
effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto.
Such counterparts may be delivered by facsimile transmission or other electronic transmission.


 


9.9 Restrictions.
The Holder acknowledges that the Shares acquired upon the exercise of this Underwriter Warrant, if not registered, and the Holder does
not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.


 


9.10 Severability.
Wherever possible, each provision of this Underwriter Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Underwriter 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 provision or the remaining provisions
of this Underwriter Warrant.


 


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IN WITNESS WHEREOF,
the Company has caused this Underwriter Warrant to be signed by its duly authorized officer as of the ____ day of _______, 2022.


 


	MILLENNIUM GROUP INTERNATIONAL HOLDINGS LIMITED	 
	 	 	 
	By: 	 	 
	 	Name: 	 Ming Yan Lai	 
	 	Title: 	Chief Executive Officer	 


 






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EXHIBIT A


EXERCISE FORM


 


Form to be used to exercise Underwriter Warrant:


 


Date: __________, 20___


 


The undersigned hereby elects
irrevocably to exercise the Underwriter Warrant for ______ Shares of Millennium Group International Holdings Limited, a Cayman Islands
exempted company (the “Company”) and hereby makes payment of $____ (at the rate of $____ per Share) in payment of the
Exercise Price pursuant thereto. Please issue the Shares as to which this Underwriter Warrant is exercised in accordance with the instructions
given below and, if applicable, a new Underwriter Warrant representing the number of Shares for which this Underwriter Warrant has not
been exercised.


 


or


 


The undersigned hereby elects
irrevocably to convert its right to purchase ___ Shares under the Underwriter Warrant for ______ Shares, as determined in accordance with
the following formula:


 


	 	X	=	Y(A-B)	 
	 	 	 	A	 


 


Where,


 


X = The number of Shares to be issued to Holder;


 


Y = The number of Shares that
would be issuable upon exercise of this Underwriter Warrant in accordance with the terms of this Underwriter Warrant if such exercise
were by means of a cash exercise rather than a cashless exercise;


 


A = The fair market value of
one Share; and


 


B = The Exercise Price of this
Underwriter Warrant, as adjusted hereunder


 


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


 


Please issue the Shares as
to which this Underwriter Warrant is exercised in accordance with the instructions given below and, if applicable, a new Underwriter Warrant
representing the number of Shares for which this Underwriter Warrant has not been exercised.


 


Signature


 


Signature Guaranteed


 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


Name:


(Print in Block Letters)


Address:


 


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


 






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EXHIBIT B


ASSIGNMENT FORM


 


Form to be used to assign Underwriter Warrant:


 


(To be executed by the registered
Holder to effect a transfer of the within Underwriter Warrant):


 


FOR VALUE RECEIVED,          does
hereby sell, assign and transfer unto the right to purchase shares of Millennium Group International Holdings Limited, a Cayman Islands
exempted company (the “Company”), evidenced by the Underwriter Warrant and does hereby authorize the Company to transfer
such right on the books of the Company to


 


_______________________________________________
whose address is


 


_______________________________________________________________.


 


_______________________________________________________________


 


Dated: ____________, 20__


 


Holder’s Signature:
_____________________________


 


Holder’s Address: 
_____________________________


 


_____________________________


 


Signature Guaranteed: ___________________________________________


 


NOTICE: The signature to this
form must correspond with the name as written upon the face of the within Underwriter Warrant without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other
representative capacity should file proper evidence of authority to assign the foregoing Underwriter Warrant.


 


 


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