Exhibit 4.1


 


ANNEX V


 


Form of Underwriter’s Warrant


 


THE REGISTERED
HOLDER OF THIS PURCHASE 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 COMMENCEMENT OF SALES OF THE OFFERING: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE
WARRANT OR THE SECURITIES ISSUABLE HEREUNDER 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), OR (B) CAUSE THIS PURCHASE 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 PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2).


 


THIS PURCHASE WARRANT IS EXERCISABLE AFTER THE
CLOSING DATE, VOID AFTER 5:00 P.M., EASTERN TIME, [ ● ], 2026 [DATE THAT IS FIVE YEARS FROM THE DATE OF COMMENCEMENT OF SALES
OF THE OFFERING].


 


ORDINARY SHARES PURCHASE WARRANT


 


For the Purchase of [ ● ] Ordinary Shares


 


of


 


INTELLIGENT LIVING APPLICATION GROUP INC.


 


1.             Purchase
Warrant. THIS ORDINARY SHARES PURCHASE WARRANT (this “Purchase Warrant”) certifies that, pursuant to that certain
Underwriting Agreement by and between Intelligent Living Application Group Inc., a Cayman Islands exempted company (the “Company”)
and Network 1 Financial Securities, Inc. (“Network 1”), dated [ ● ], 2021 (the “Underwriting Agreement”),
Network 1 (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of this Purchase
Warrant, is entitled, at any time or from time to time from [●], 2021 (the “Exercise Date”) [THE DATE THAT
IS THE CLOSING DATE OF THE OFFERING], and at or before 5:00 p.m., Eastern time, [●], 2026 [DATE THAT IS FIVE YEARS FROM THE
DATE OF 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 $0.0001 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 Purchase Warrant may be exercised on the next succeeding day which is not
such a day in accordance with the terms herein, provided, however, for clarification, that banking institutions shall not be deemed
to be authorized or required by law or executive order to remain closed due to “stay at home”, “shelter-in-place”,
 “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations
at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of banking
institutions in The City of New York generally are open for use by customers on such day. 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 Purchase Warrant. This Purchase
Warrant is initially exercisable at $ [●] per Share (125% 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 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.
Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement.


 





 






1
9% of the number of Ordinary Shares sold in the Offering.


 






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2.             Exercise.


 


2.1           Exercise
Form. In order to exercise this Purchase 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 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 to the order of 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 Purchase Warrant shall become and be void without
further force or effect, and all rights represented hereby shall cease and expire.


 


2.2           Cashless
Exercise. In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company pursuant to Section
2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant (or the portion thereof
being exercised), by surrender of this Purchase 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 Purchase Warrant in accordance with the terms of this Purchase 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 Purchase 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 to the Company in connection with the exercise of this Purchase
Warrant; or


 


(ii)           if
the Company’s Ordinary Shares are actively 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 to the Company in connection with the exercise of the Purchase Warrant;
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 Purchase Warrant shall bear a legend as follows unless such securities have been
registered under the Securities Act of 1933, as amended (the “Act”):


 


“The securities represented by
this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable state law.
Neither the securities nor any interest therein may be offered for sale, sold 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.”


 






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3.            Transfer.


 


3.1           General
Restrictions. The registered Holder of this Purchase 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 commencement of sales of the Offering: (a) sell, transfer, assign,
pledge or hypothecate this Purchase Warrant or the securities hereunder to anyone other than: (i) Network 1 or a selected dealer participating
in the Offering contemplated by the Underwriting Agreement, or (ii) officers or partners of Network 1, each of whom shall have agreed
to the restrictions contained herein, in accordance with FINRA Rule 5110(e), or (b) cause this Purchase 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 Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(e)(2). On and after
that date that is one hundred eighty (180) days after the date of 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 Purchase
Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall, within five (5) Business Days,
transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase 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 Purchase 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
Purchase Warrants to be Issued.


 


4.1           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 hereof, 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.


 


4.2           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.


 


5.            Adjustments.


 


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


 






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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.


 


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 Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase 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 Purchase 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 Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section
5.1, 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 date hereof or
the computation thereof.


 


5.2           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 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 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
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 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.


 






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6.             Registration Rights.
The Company has filed the Registration Statement with the Commission, which has been declared effective on Form F-1 (File No. 333-248684),
and registers the underlying shares of the Purchase Warrant(s) granted to the Holder(s) in connection to the Offering, under the terms
of the Underwriting Agreement.


 


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’s
Warrants and/or the underlying securities (“Majority Holder(s)”), agrees to register on one occasion, all or any portion
of the remaining Ordinary 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 best 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’s 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.


 


6.1.2       Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities upon the Demand Notice. 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 the Chief Executive 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 best efforts to cause a registration statement covering issuance of
the Registrable Securities underlying the Underwriter’s Warrant to be declared effective, and once effective, only to use its best
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’s Warrant, in whole or in part, for cash in the event
it is unable to register the Registrable Securities.


 






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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’s 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.


 


6.2.2       Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities. In the event of such a proposed registration,
the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen (15) 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’s 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) business days of the receipt of the Company’s notice
of its intention to file a registration statement. The Company shall use its best 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 Purchase 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 Purchase 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. As long as this Purchase Warrant shall be outstanding,
the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of this Purchase Warrant to be listed
(subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTC Bulletin Board 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 Purchase 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.


 






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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.


 


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 Purchase 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 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:


 


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:


 


VCL Law LLP


1945 Old Gallows
Rd., Suite 630


Vienna, VA 22182


Attention: Fang
Liu, Partner


Email:
fliu@vcllegal.com


 


If sent to the Company, shall
be mailed, delivered, or emailed, to the Company with a copy to its counsel (which shall not constitute notice), at the addresses set
forth in the Registration Statement.


 






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9.             Miscellaneous.


 


9.1           Amendments.
The Company and Network 1 may from time to time supplement or amend this Purchase 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 Purchase Warrant.


 


9.3           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.


 


9.4           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 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 Purchase Warrant or any provisions herein contained.


 


9.5           Governing
Law; Submission to Jurisdiction. 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 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 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. Each of the Company and 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
8.4 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 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.


 


9.7           Exchange
Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time prior
to the complete exercise of this Purchase Warrant by Holder, if the Company and Network 1 enter into an agreement (“Exchange
Agreement”) pursuant to which they agree that all outstanding Purchase 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.


 






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9.8           Execution
in Counterparts. This Purchase 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 Purchase 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 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.


 


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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 ____ day of _______, 2021.


 


	INTELLIGENT LIVING APPLICATION GROUP INC.	 
	 	 	 
	By:	 	 
	 	Name: Bong Lau	 
	 	Title: Chief Executive Officer	 


 






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EXHIBIT A


 


EXERCISE FORM


 


Form to be used to exercise Purchase Warrant:


 


Date: __________, 20___


 


The undersigned hereby elects
irrevocably to exercise the Purchase Warrant for ______ Shares of Intelligent Living Application Group Inc., 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 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.


 


or


 


The undersigned hereby elects
irrevocably to convert its right to purchase ___ Shares under the Purchase 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 Purchase Warrant in accordance with the terms of this Purchase 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 Purchase 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.


 


 


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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EXHIBIT B


 


ASSIGNMENT FORM


 


Form to be used to assign Purchase Warrant:


 


(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 Intelligent Living Application Group Inc., a Cayman Islands exempted
company (the “Company”), evidenced by the Purchase 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 Purchase 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 Purchase Warrant.


 






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