Exhibit 10.10


 


 


INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement
(this “Agreement”), dated as of July 16, 2021, is by and between Intelligent Living Application Group Inc., a company
incorporated under the laws of the Cayman Islands (the “Company”) and _____ (the “Indemnitee”).


 


RECITALS


 


WHEREAS, Indemnitee
is a director or officer of the Company and in such capacity renders valuable services to the Company;


 


WHEREAS, both the Company
and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies;


 


WHEREAS, the board
of directors of the Company (the “Board”) has determined that enhancing the ability of the Company to retain and attract
as directors and officers the most capable persons is in the best interests of the Company and that the Company therefore should seek
to assure such persons that indemnification is available; and


 


WHEREAS, in recognition
of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s continued
service as a director or officer of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner,
and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things,
any amendment to the Company’s Certificate of Incorporation or Memorandum and Articles of Association (collectively, the “Constituent
Documents”), any change in the composition of the Board or any change in control or business combination transaction relating
to the Company), the Company wishes to provide in this Agreement for the indemnification of, and the advancement of Expenses (as defined
in Section 1 below) to, Indemnitee as set forth in this Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing and the Indemnitee’s agreement to continue to provide services to the Company, the parties agree
as follows:


 


AGREEMENT


 


1. Definitions.
For purposes of this Agreement, the following terms shall have the following meanings:


 


(a) “Beneficial
Owner” has the meaning given to the term “beneficial owner” in Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).


 


(b) “Change
in Control” means the occurrence after the date of this Agreement of any of the following events:


 


(i) any Person is
or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 51% or more of the Company’s
then outstanding Voting Securities;


 


(ii) the consummation
of a reorganization, merger or consolidation, unless immediately following such reorganization, merger or consolidation, all of the Beneficial
Owners of the Voting Securities of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than
51% of the combined voting power of the outstanding Voting Securities of the entity resulting from such transaction;


 






    


     


    

 


(iii) during any period
of two consecutive years, not including any period prior to the execution of this Agreement, individuals who at the beginning of such
period constituted the Board (including for this purpose any new directors whose election by the Board or nomination for election by the
Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was previously so approved) cease for any reason to constitute
at least a majority of the Board; or


 


(iv) the stockholders
of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company’s assets.


 


(c) “Claim”
means:


 


(i) any threatened,
pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, arbitrative,
investigative or other, and whether made pursuant to federal, state or other law; or


 


(ii) any inquiry,
hearing or investigation that the Indemnitee determines might lead to the institution of any such action, suit, proceeding or alternative
dispute resolution mechanism.


 


(d) “Disinterested
Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is
sought by Indemnitee.


 


(e) “Expenses”
means any and all expenses, including attorneys’ and experts’ fees, court costs, transcript costs, travel expenses, duplicating,
printing and binding costs, telephone charges, and all other costs and expenses incurred in connection with investigating, defending,
being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Claim. Expenses
also shall include (i) Expenses incurred in connection with any appeal resulting from any Claim, including without limitation the premium,
security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes
of Section 4 only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s
rights under this Agreement, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee
or the amount of judgments or fines against Indemnitee.


 


(f) “Expense
Advance” means any payment of Expenses advanced to Indemnitee by the Company pursuant to Section 3 or Section 4
hereof.


 


(g) “Indemnifiable
Event” means any event or occurrence, whether occurring before, on or after the date of this Agreement, related to Indemnitee’s
services as a director or officer of the Company or any subsidiary of the Company.


 


(h) “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
performs, nor in the past five years has performed, services for either: (i) the Company or Indemnitee (other than in connection with
matters concerning Indemnitee under this Agreement or of other indemnitees under similar agreements) or (ii) any other party to the Claim
giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall
not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest
in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 






    


     


    

 


(i) “Losses”
means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA excise
taxes, amounts paid or payable in settlement, including any interest, assessments, any federal, state, local or foreign taxes imposed
as a result of the actual or deemed receipt of any payments under this Agreement and all other charges paid or payable in connection with
investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate
in, any Claim.


 


(j) “Person”
means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization,
governmental entity or other entity and includes the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act.


 


(k) “Standard
of Conduct Determination” shall have the meaning ascribed to it in Section 8(b) below.


 


(l) “Voting
Securities” means any securities of the Company that vote generally in the election of directors.


 


2. Indemnification.
Subject to Section 8 and Section 9 of this Agreement, the Company shall indemnify Indemnitee, to the fullest extent permitted
by the laws of the Cayman Islands in effect on the date hereof, or as such laws may from time to time hereafter be amended to increase
the scope of such permitted indemnification, against any and all Losses if Indemnitee was or is or becomes a party to or participant in,
or is threatened to be made a party to or participant in, any Claim by reason of or arising in part out of an Indemnifiable Event, including,
without limitation, Claims brought by or in the right of the Company, Claims brought by third parties, and Claims in which the Indemnitee
is solely a witness.


 


3. Advancement of Expenses.
Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Claim by final adjudication to which
there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with
any Claim arising out of an Indemnifiable Event at the written request of Indemnitee. Indemnitee shall set forth in such request reasonable
evidence that such Expenses have been paid or incurred by Indemnitee. Indemnitee’s right to such advancement is not subject to the
satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within thirty days after any request
by Indemnitee, the Company shall, in accordance with such request, (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee
funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. In connection with any request for
Expense Advances, Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof
would undermine or otherwise jeopardize attorney-client privilege. The Company’s obligation to pay Expense Advances to Indemnitee
is contingent upon Indemnitee’s execution and delivery to the Company of an undertaking to repay any amounts paid, advanced, or
reimbursed by the Company for such Expenses to the extent that it is ultimately determined, following the final disposition of such Claim,
that Indemnitee is not entitled to indemnification hereunder. Indemnitee’s obligation to reimburse the Company for Expense Advances
shall be unsecured and no interest shall be charged thereon.


 


4. Indemnification for
Expenses in Enforcing Rights. To the fullest extent allowable under applicable law, the Company shall also indemnify Indemnitee
against, and, if requested by Indemnitee, shall advance to Indemnitee subject to and in accordance with Section 3, any Expenses
actually and reasonably paid or incurred by Indemnitee in connection with any action or proceeding by Indemnitee for (a) indemnification
or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement, or under any other agreement or
provision of the Constituent Documents now or hereafter in effect relating to Claims relating to Indemnifiable Events, and/or (b) recovery
under any directors’ and officers’ liability insurance policies maintained by the Company. However, in the event that Indemnitee
is ultimately determined not to be entitled to such indemnification or insurance recovery, as the case may be, then all amounts advanced
under this Section 4 shall be repaid.


 






    


     


    

 


5. Partial Indemnity.
If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of any Losses in respect
of a Claim related to an Indemnifiable Event but not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee
for the portion thereof to which Indemnitee is entitled.


 


6. Notification and
Defense of Claims.


 


(a) Notification
of Claims. Indemnitee shall notify the Company in writing as soon as practicable of any Claim which could relate to an Indemnifiable
Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available to Indemnitee)
of the nature of, and the facts underlying, such Claim. The failure by Indemnitee to timely notify the Company hereunder shall not relieve
the Company from any liability hereunder unless the Company’s ability to participate in the defense of such claim was materially
and adversely affected by such failure. If at the time of the receipt of such notice, the Company has directors’ and officers’
liability insurance in effect under which coverage for Claims related to Indemnifiable Events is potentially available, the Company shall
give prompt written notice to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company
shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between
the Company and such insurers regarding the Claim, in each case substantially concurrently with the delivery or receipt thereof by the
Company.


 


(b) Defense of
Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own expense
and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably
satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Claim, the Company
shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection
with Indemnitee’s defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee
shall have the right to employ its own legal counsel in such Claim, but all Expenses related to such counsel incurred after notice from
the Company of its assumption of the defense shall be at Indemnitee’s own expense; provided, however, that if (i) Indemnitee’s
employment of its own legal counsel has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a
conflict of interest between Indemnitee and the Company in the defense of such Claim, (iii) after a Change in Control, Indemnitee’s
employment of its own counsel has been approved by the Independent Counsel or (iv) the Company shall not in fact have employed counsel
to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm)
and all Expenses related to such separate counsel shall be borne by the Company.


 


7. Procedure upon Application
for Indemnification. In order to obtain indemnification pursuant to this Agreement, Indemnitee shall submit to the Company a written
request therefor, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably
necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of the Claim.
Indemnification shall be made insofar as the Company determines Indemnitee is entitled to indemnification in accordance with Section
8 below.


 






    


     


    

 


8. Determination of
Right to Indemnification.


 


(a) Mandatory
Indemnification; Indemnification as a Witness. 


 


(i) To the extent
that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable Event or any
portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee shall
be indemnified against all Losses relating to such Claim in accordance with Section 2 to the fullest extent allowable by law, and
no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.


 


(ii) To the extent
that Indemnitee’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and serve as a witness, and not
as a party, the Indemnitee shall be indemnified against all Losses incurred in connection therewith to the fullest extent allowable by
law and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.


 


(b) Standard
of Conduct. To the extent that the provisions of Section 8(a) are inapplicable to a Claim related to an Indemnifiable Event
that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct that
is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination
that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:


 


(i) if no Change in
Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee
of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or (C) if there
are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered
to Indemnitee; and


 


(ii) if a Change in
Control shall have occurred, (A) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if
less than a quorum of the Board or (B) otherwise, by Independent Counsel in a written opinion addressed to the Board, a copy of which
shall be delivered to Indemnitee.


 


(c) Making the
Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination
required under Section 8(b) to be made as promptly as practicable. If the person or persons designated to make the Standard of
Conduct Determination under Section 8(b) shall not have made a determination within thirty days after the later of (A) receipt
by the Company of a written request from Indemnitee for indemnification pursuant to Section 7 (the date of such receipt being the
 “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent
Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be
extended for a reasonable time, if the person or persons making such determination in good faith requires such additional time to obtain
or evaluate information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement
of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Claim.


 


(d) Payment of
Indemnification. If, in regard to any Losses:


 






    


     


    

 


(i) Indemnitee shall
be entitled to indemnification pursuant to Section 8(a);


 


(ii) no Standard Conduct
Determination is legally required as a condition to indemnification of Indemnitee hereunder; or


 


(iii) Indemnitee has
been determined or deemed pursuant to Section 8(b) or Section 8(c) to have satisfied the Standard of Conduct Determination,


 


then the Company
shall pay to Indemnitee, within thirty days after the later of (A) the Notification Date or (B) the earliest date on which the applicable
criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.


 


(e) Selection
of Independent Counsel for Standard of Conduct Determination. If a Standard of Conduct Determination is to be made by Independent
Counsel pursuant to Section 8(b), the Independent Counsel shall be selected by the Board, and the Company shall give written notice
to Indemnitee advising of the identity of the Independent Counsel so selected. If Indemnitee, within five days after receiving written
notice of selection from the Company, deliver to the other a written objection to such selection; provided, however, that such objection
may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition
of “Independent Counsel” in Section 1, and the objection shall set forth with particularity the factual basis of such
assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel. If such written objection
is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and
until such objection is withdrawn or a court has determined that such objection is without merit; and (ii) the Board may, at its option,
select an alternative Independent Counsel and give written notice to the Indemnitee advising the identity of the alternative Independent
Counsel so selected, in which case the provisions of the two immediately preceding sentences, the introductory clause of this sentence
and numbered clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause
(ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted
under the foregoing provisions of this Section 8(e) to make the Standard of Conduct Determination shall have been selected within
twenty days after the Company gives its initial notice pursuant to the first sentence of this Section 8(e), either the Company
or Indemnitee may petition a court of competent jurisdiction to resolve any objection which shall have been made by the Indemnitee to
the selection of Independent Counsel and/or to appoint as Independent Counsel a person to be selected by such court or such other person
as the court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed
will act as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel
incurred in connection with the Independent Counsel’s determination pursuant to Section 8(b).


 


(f) Presumptions
and Defenses. 


 


(i) Indemnitee’s
Entitlement to Indemnification. In making any Standard of Conduct Determination, the person or persons making such determination shall
presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the Company shall have
the burden of proof to overcome that presumption and establish that Indemnitee is not so entitled. Any Standard of Conduct Determination
that is adverse to Indemnitee may be challenged by the Indemnitee in a court of competent jurisdiction. No determination by the Company
(including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct may be used
as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses
by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.


 






    


     


    

 


(ii) Reliance as
a Safe Harbor. For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following circumstances
do not exist, Indemnitee shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Company if Indemnitee’s actions or omissions to act are taken in good faith reliance upon the records
of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to Indemnitee by the
officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board or by any
other Person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such
other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.
In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company shall not be
imputed to Indemnitee for purposes of determining the right to indemnity hereunder.


 


(iii) No Other
Presumptions. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without
court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did
not meet any applicable standard of conduct or have any particular belief, or that indemnification hereunder is otherwise not permitted.


 


(iv) Defense to
Indemnification and Burden of Proof. It shall be a defense to any action brought by Indemnitee against the Company to enforce this
Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Claim related to an Indemnifiable
Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for
the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a
defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.


 


9. Exclusions from Indemnification.
Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to:


 


(a) indemnify or
advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings against
the Company or its directors, officers, employees or other indemnitees and not by way of defense, except:


 


(i) proceedings referenced
in Section 4 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee
in such proceeding was not made in good faith or was frivolous); or


 


(ii) where the Company
has joined in or the Board has consented to the initiation of such proceedings;


 


(b) indemnify Indemnitee
if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law;


 






    


     


    

 


(c) indemnify Indemnitee
for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b)
of the Exchange Act, or any similar successor statute;


 


(d) indemnify or
advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based
compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company,
as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002
in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale
by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or


 


(e) indemnify Indemnitee
for any Losses incurred as a result of Indemnitee’s gross negligence or willful misconduct. 


 


10. Settlement of Claims.
The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim
related to an Indemnifiable Event effected without the Company’s prior written consent, which shall not be unreasonably withheld.
The Company shall not settle any Claim related to an Indemnifiable Event in any manner that would impose any Losses on the Indemnitee
without the Indemnitee’s prior written consent.


 


11. Duration.
All agreements and obligations of the Company contained herein shall continue during the period that Indemnitee is a director or officer
of the Company and shall continue thereafter (i) so long as Indemnitee may be subject to any possible Claim relating to an Indemnifiable
Event (including any rights of appeal thereto) and (ii) throughout the pendency of any proceeding (including any rights of appeal thereto)
commenced by Indemnitee to enforce or interpret his or her rights under this Agreement, even if, in either case, he or she may have ceased
to serve in such capacity at the time of any such Claim or proceeding.


 


12. Non-Exclusivity.
The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents, any other
contract or otherwise (collectively, “Other Indemnity Provisions”); provided, however, that (a) to the extent that
Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to
have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater
right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater
right hereunder.


 


13. Liability Insurance.
The Company shall from time to time make the good faith determination whether or not it is practicable for the Company to obtain and maintain
a policy or policies of insurance providing the officers and directors of the Company with coverage for losses incurred in connection
with their services to the Company or to ensure the Company’s performance of its indemnification obligations under this Agreement.
To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance,
Indemnitee shall be covered by such policy or policies, in accordance with its or their terms. Upon reasonable request, the Company will
provide to Indemnitee copies of all directors’ and officers’ liability insurance applications, binders, policies, declarations
and endorsements, if applicable.


 


14. No Duplication of
Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Losses to the
extent Indemnitee has otherwise received payment under any insurance policy, the Constituent Documents, Other Indemnity Provisions or
otherwise of the amounts otherwise indemnifiable by the Company hereunder.


 






    


     


    

 


15. Subrogation.
In the event of payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee. Indemnitee shall execute all documents required and shall do everything that may be necessary to secure
such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.


 


16. Amendments.
No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.
No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the party against whom
enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar),
nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising
any right or remedy hereunder shall constitute a waiver thereof.


 


17. Binding Effect.
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors
(including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business
and/or assets of the Company), assigns, spouses, heirs and personal and legal representatives. The Company shall require and cause any
successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part
of the business and/or assets of the Company, by written agreement, to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such succession had taken place.


 


18. Severability.
The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any portion thereof) are
held by a court of competent jurisdiction to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions shall
remain enforceable to the fullest extent permitted by law.


 


19. Notices.
All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed
to have been duly given and made if (i) delivered by hand; (ii) otherwise delivered against receipt therefor; (iii) mailed by postage
prepaid, certified or registered mail; (iv) sent by a recognized courier with next-day or second-day delivery to the last known address
of the other party; or (v) sent by e-mail with confirmation of receipt:


 


(a) if to Indemnitee,
to the address set forth on the signature page hereto.


 


(b) if to the Company:


The Board of Directors


Intelligent Living Application Group Inc.


Unit 2, 5/F, Block A, Profit Industrial Building


1-15 Kwai Fung Crescent, Kwai Chung


New Territories, Hong Kong


 


Tel: + (852) 2481 7938


Notice of change of address
shall be effective only when given in accordance with this Section. All notices complying with this Section shall be deemed to have been
received on the date of delivery or on the third business day after mailing.


 


20. Governing Law.
This Agreement shall be governed and interpreted in accordance with the laws of the Cayman Islands without regard to the conflict of laws
principles thereof.


 







21. Headings.
The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute
part of this Agreement or to affect the construction


 


22. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original, and all
of which together shall constitute one and the same Agreement.


 


[Signature
Page Follows]


 






    


     


    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.


 


	 	Intelligent Living Application Group Inc.
	 	 
	 	By:	            
	 	Name:
	 	 Title  
	 	 
	 	 
	 	INDEMNITEE
	 	 
	 	 
	 	Name:
	 	Address:
	 	 
	 	   E-mail: