Exhibit 4.1


 


THIS PURCHASE
WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR APPLICABLE STATE LAW. THIS PURCHASE WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, EXERCISED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE ACT AND APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE.


 


COMMON STOCK
PURCHASE WARRANT


 


For the Purchase
of Shares of Common Stock


 


of


 


American BriVision (Holding) Corporation


 


1. Purchase
Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of (“Holder”), as registered
owner of this Purchase Warrant, to American BriVision (Holding) Corporation., a Nevada company (the “Company”),
Holder is entitled, at any time or from time to time from October 23, 2020 (the “Commencement Date”), and at
or before 5:00 p.m., Eastern time, October 22, 2025, (the “Expiration Date”), but not thereafter, to subscribe
for, purchase and receive, in whole or in part, up to shares of common stock of the Company, par value $0.001 (the “Shares”),
subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are
authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance
with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate
this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.00 per Share; provided, however, that
upon the occurrence of any of the events specified in Section 4 hereof, the rights granted by this Purchase Warrant, including
the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified.
The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on
the context. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities
Purchase Agreement, dated October 23, 2020, between the Company and the Holder (the “Agreement”)


 


2. Exercise.


 


2.1. Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto (“Notice of Exercise”)
must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise
Price for the Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by
the Company or by certified check or official bank check. If the subscription rights represented hereby shall not be exercised
at or before 5:00 p.m., Eastern Time, on the Expiration Date, this Purchase Warrant shall become and be void without further force
or effect, and all rights represented hereby shall cease and expire. Notwithstanding anything herein to the contrary, the Holder
shall not be required to physically surrender this Purchase Warrant to the Company until the Holder has purchased all of the Shares
available hereunder and the Purchase Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant
to the Company for cancellation within three (3) business days of the date the final notice of exercise is delivered to the Company.
Partial exercises of this Purchase Warrant resulting in purchases of a portion of the total number of Shares available hereunder
shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the applicable number
of Shares purchased. The Holder and the Company shall maintain records showing the number of Shares purchased and the date of such
purchases; provided that the records of the Company, absent manifest error, will be conclusive with respect to the number of Shares
purchasable from time to time hereunder.


 






     


     


    

 


2.2. Mandatory
Exercise. If at any time from and after the date hereof, the closing price of the Company’s common stock on the Trading Market
equals or exceeds $9.00 per share (which amount may be adjusted for certain capital events, such as stock splits, as described
herein) for twenty (20) Trading Days during any thirty (30) day period (the “Mandatory Exercise Measuring Period”),
then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for
a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully
paid, validly issued and nonassessable shares of Common Stock in accordance with Section 2 hereof at the Exercise Price as of the
Mandatory Exercise Date (as defined below) (a “Mandatory Exercise”). The Company may exercise its right to require
exercise under this Section 2 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise
Measuring Period a written notice thereof by electronic mail to the Holder (the “Mandatory Exercise Notice”
and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory
Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) the Trading Day on which the Mandatory Exercise
shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory
Exercise Date”) and (II) the aggregate number of Warrants which the Company has elected to be subject to such Mandatory
Exercise from the Holder (the “Mandatory Exercise Amount”) pursuant to this Section 2. If the Warrants have
not been exercised by the Mandatory Exercise Date, the Warrants shall be cancelled.


 


2.3. Mechanics
of Exercise


 


2.3.1. Delivery
of Shares upon Exercise. The Company shall use its best efforts to cause the Shares purchased hereunder to be transmitted by
the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker 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 or (B) this Purchase Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address
specified by the Holder in the Notice of Exercise by the date that is no later than 11:00 am, Eastern time, on the third (3rd)
business day after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Purchase Warrant
(if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted)
(such date, the “Share Delivery Date”). The Shares shall be deemed to have been issued, and Holder or any other
person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as
of the date the Purchase Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise,
if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2.6.6 prior to the issuance of
such shares, having been paid.


 


2.3.2. Delivery
of New Purchase Warrant upon Exercise. If this Purchase Warrant shall have been exercised in part, the Company shall, at the
request of a Holder and upon surrender of this Purchase Warrant, at the time of delivery of the Shares, deliver to the Holder a
new Purchase Warrant evidencing the rights of the Holder to purchase the unpurchased Shares called for by this Purchase Warrant,
which new Purchase Warrant shall in all other respects be identical with this Purchase Warrant.


 


2.3.3. Rescission
Rights. If the Company fails to cause its transfer agent to transmit to the Holder the Shares pursuant to Section 2.6.1
by the Share Delivery Date, then the Holder will have the right to rescind such exercise.


 






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2.3.4. No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Purchase Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise,
the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


 


2.3.5. Closing
of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this
Purchase Warrant, pursuant to the terms hereof.


 


2.4. General
Terms.


 


3. New
Purchase Warrants to be Issued.


 


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


 


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


 


4. Adjustments.


 


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


 


4.1.1. 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 share dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective
day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares,
and the Exercise Price shall be proportionately decreased.


 


4.1.2. 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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4.1.3. Replacement
of Securities Upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than
a change covered by Section 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, this Purchase Warrant shall, immediately after such reorganization, reclassification, consolidation, merger,
sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number
of Shares then exercisable under this Purchase Warrant, be exercisable for the kind and number of shares of stock or other securities
or assets of the Company or of the successor person resulting from such transaction to which the Holder would have been entitled
upon such reorganization, reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this
Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar
transaction and acquired the applicable number of Shares then issuable hereunder as a result of such exercise (without taking into
account any limitations or restrictions on the exercisability of this Purchase Warrant); and, in such case, appropriate adjustment
shall be made with respect to the Holder’s rights under this Purchase Warrant to insure that the provisions of this Section
5.1.3 hereof shall thereafter be applicable, as nearly as possible, to this Purchase Warrant in relation to any shares of stock,
securities or assets thereafter acquirable upon exercise of this Purchase Warrant (including, in the case of any consolidation,
merger, sale or similar transaction in which the successor or purchasing person is other than the Company, an immediate adjustment
in the Exercise Price to the value per share reflected by the terms of such consolidation, merger, sale or similar transaction,
and a corresponding immediate adjustment to the number of Shares acquirable upon exercise of this Purchase Warrant without regard
to any limitations or restrictions on exercise, if the value so reflected is less than the Exercise Price in effect immediately
prior to such consolidation, merger, sale or similar transaction). The provisions of this Section 4.1.3 shall similarly
apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. The Company shall
not affect any such reorganization, reclassification, consolidation, merger, sale or similar transaction unless, prior to the consummation
thereof, the successor person (if other than the Company) resulting from such reorganization, reclassification, consolidation,
merger, sale or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Purchase
Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets which,
in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant.


 


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


 


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


 






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


 


5. Reservation
and Listing.


 


5.1. The
Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon exercise
of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise
thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor,
in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued,
fully paid and non-assessable, free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect
of any transfer occurring contemporaneously with such issue) and not subject to preemptive rights of any shareholder. As long as
the Purchase Warrants shall be outstanding, the Company shall use its best efforts to cause all Shares issuable upon exercise of
the Purchase Warrants to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable,
quoted on the OTC Bulletin Board or any successor trading market) on which the Company’s shares of common stock may then
be listed and/or quoted.


 


5.2. Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amending its certificate 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 Purchase 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 Purchase Warrant against
impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Shares above
the amount payable therefor upon the exercise of this Purchase Warrant, (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 Shares upon the exercise of this Purchase
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 Purchase
Warrant.


 


5.3. Before
taking any action which would result in an adjustment in the number of Shares for which this Purchase Warrant is exercisable or
in the Exercise Price, the Company shall obtain all such authorizations therefor, exemptions thereof, or consents thereto, as may
be necessary from any regulatory body having jurisdiction thereof


 


6. Certain
Notice Requirements.


 


6.1. Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to
receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder
of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events
described in Section 6.2 shall occur, then, in one or more of said events, the Company shall give written notice of such
event at least ten (10) days prior to the date fixed as a record date or the date of closing the transfer books for the determination
of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of
the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder
a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is
given to the shareholders.


 






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6.2. Events
Requiring Notice. The Company shall be required to give the notice described in this Section 6 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.


 


6.3. Notice
of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to
Section 4 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.


 


6.4. Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall
be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered
Holder of the Purchase 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:


 


American BriVision (Holding) Corporation


44370 Old Warm Springs Blvd.


Fremont, CA 94538


Attn: Howard Doong, CEO


Fax No.: [N/A]


 


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


 


Hunter Taubman Fischer & Li LLC


1450 Broadway, 26 FL


New York, NY10018


Attn: Joan Wu, Esq.


Fax No.: (212) 202-6380


 


6.5. Amendments.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


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


 


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


 






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6.8. Limitation
of Liability. No provision hereof, in the absence of affirmative action by the Holder sufficient to exercise this Purchase
Warrant to purchase 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 shares of common stock or as a stockholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.


 


6.9. Severability.
Wherever possible, each provision of this Purchase Warrant shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Purchase 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 Purchase Warrant.


 


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


 


6.11. Governing
Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. Each of the Company and the
Holder hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant
shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the
Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the
Company and the Holder 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 or the Holder may be served by transmitting a copy thereof by registered
or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company and the Holder in any action, proceeding
or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from
the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred
in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf
of its shareholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.


 


6.12. Waiver,
etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not
be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or
any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase
Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be
effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver
is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any
other or subsequent breach, non-compliance or non-fulfillment. Without limiting any other provision of this Purchase Warrant or
the Agreement, if the Company willfully and knowingly fails to comply with any provision of this Purchase Warrant, which results
in any 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.


 


[Signature Page
Follows]


 






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IN WITNESS WHEREOF,
the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the 23rd day of October, 2020.


 


American BriVision (Holding) Corporation


 


	By:	 	 
	 	Name: Howard Doong	 
	 	Title:   Chief Executive Officer	 


 




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[FORM TO BE
USED TO EXERCISE PURCHASE WARRANT]


 


	Date: 	 	 


 


The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for [●] shares of common stock, par value $0.001 (the
“Shares”), of American BriVision (Holding) Corporation, a Nevada 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 Purchase Warrant is exercised in accordance with the instructions given below and, if
applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.


 


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


 


Signature


 


Signature Guaranteed


 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


	Name:	
         
	 
	 	(Print in Block Letters)	 
	 	 	 
	Address: 	
         
	 
	 	 	 
	 	
         
	 
	 	 	 
	 	
         
	 


 


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


 




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[FORM TO BE
USED TO ASSIGN PURCHASE WARRANT]


 


ASSIGNMENT


 


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


 


FOR VALUE RECEIVED,
[●] does hereby sell, assign and transfer unto the right to purchase shares of common stock, par value $0.001, of American
BriVision (Holding) Corporation, a Nevada company (the “Company”), evidenced by the Purchase Warrant and does
hereby authorize the Company to transfer such right on the books of the Company.


 


	Dated	 	 


 


Signature


 


Signature Guaranteed


 


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


 


 


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