Common use of General Provisions Clause in Contracts

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

General Provisions. (a) This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective successors, assigns, heirs, executors, administrators, except that Executive may not assign any of his duties hereunder and Executive may not assign any of his rights hereunder without the written consent of the Company, which shall not be withheld unreasonably. This Agreement, together with the Exhibits, constitutes the complete, final and exclusive embodiment of the entire agreement of between the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely Parties with respect regard to the subject matters matter hereof. Notwithstanding anything to the contrary set forth It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it is understood and agreed by the parties hereto that all supersedes any other terms and conditions of the Engagement Letter shall remain in full force and effectsuch promises or representations. This Agreement may be executed in two or more counterparts, each one of which shall be an original, governed by and construed in accordance with the same effect as if laws of the signatures thereto State of Delaware, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and hereto were upon the same instrumentshall have no force or effect. This Agreement may not be amended or modified unless in writing otherwise than by a written agreement executed by the Parties hereto or their respective successors and signed by all legal representatives. The invalidity or unenforceability of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience any provision of the parties only and this Agreement shall not affect the construction validity or interpretation enforceability of any other provision of this Agreement. (b) The Company acknowledges that . Any invalid or unenforceable provision shall be modified so as to be rendered valid and enforceable in connection a manner consistent with the Offering intent of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to Parties insofar as possible. A failure of Executive or the Company to insist upon strict compliance with any provision of this Agreement or the failure to assert any right Executive or the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other personprovision or right of this Agreement. From and after the Effective Date, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and shall supersede any employment, severance, change of control or other agreement, whether oral or written, between the Parties with respect to the subject matter hereof (iii) the Underwriter may have interests that differ from those other than arrangements effected under compensation plans generally applicable to other senior executive officers of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersignedThis Agreement may be executed in several counterparts, and for other good and valuable consideration, the receipt and sufficiency each of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause shall be deemed to be filed, any registration statement under an original but all of which together will constitute one and the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orsame instrument.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to , except for (i) that certain placement agency agreement, dated February 12, 2024, by and between the contrary set forth hereinCompany and Maxim Group LLC, it is understood (ii) that certain placement agency agreement, dated March 26, 2024, by and agreed by between the parties hereto Company and Maxim Group LLC, and (iii) that all other terms and conditions certain waiver agreement, dated as of the Engagement Letter date hereof, by and between the Company and Maxim Group LLC, all of which agreements shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Notwithstanding anything to the contrary contained in this Agreement, the rights set forth in Section 6(b) and 6(c) of the placement agency agreement, dated February 12, 2024, by and between the Company and Maxim Group LLC are currently, and shall after execution of this Agreement remain in full force and effect. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent has acted at arm’s length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

General Provisions. (a) This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective successors, assigns, heirs, executors, administrators, except that Executive may not assign any of his duties hereunder and Executive may not assign any of his rights hereunder without the written consent of the Company, which shall not be withheld unreasonably. This Agreement, together with the Exhibits, constitutes the complete, final and exclusive embodiment of the entire agreement of between the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely Parties with respect regard to the subject matters matter hereof. Notwithstanding anything to the contrary set forth It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it is understood and agreed by the parties hereto that all supersedes any other terms and conditions of the Engagement Letter shall remain in full force and effectsuch promises or representations. This Agreement may be executed in two or more counterparts, each one of which shall be an original, governed by and construed in accordance with the same effect as if laws of the signatures thereto State of California, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and hereto were upon the same instrumentshall have no force or effect. This Agreement may not be amended or modified unless in writing otherwise than by a written agreement executed by the Parties hereto or their respective successors and signed by all legal representatives. The invalidity or unenforceability of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience any provision of the parties only and this Agreement shall not affect the construction validity or interpretation enforceability of any other provision of this Agreement. (b) The Company acknowledges that . Any invalid or unenforceable provision shall be modified so as to be rendered valid and enforceable in connection a manner consistent with the Offering intent of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to Parties insofar as possible. A failure of Executive or the Company to insist upon strict compliance with any provision of this Agreement or the failure to assert any right Executive or the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other personprovision or right of this Agreement. From and after the Effective Date, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and shall supersede any employment, severance, change of control or other agreement, whether oral or written, between the Parties with respect to the subject matter hereof (iii) the Underwriter may have interests that differ from those other than arrangements effected under compensation plans generally applicable to other senior executive officers of the Company). The Company waives This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. Executive hereby agrees to execute the Affiliate Agreement attached as Exhibit A to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfersMerger Agreement, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is form applicable to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orhim.

General Provisions. The validity, interpretation, performance and enforcement of this Agreement shall be governed as follows: (a1) where the Journal is published by SAGE’s offices in the United Kingdom, by English law and subject to the jurisdiction and venue of the English courts; (2) where the Journal is published by SAGE’s offices in the United States, by the laws of the State of California and subject to the jurisdiction and venue of the courts of the State of California located in Ventura County and of the U.S. District Court for the Central District of California; and (3) where the Journal is published by XXXX’s offices in Southeast Asia, by the laws of India and subject to the jurisdiction and venue of the Indian courts. In the event a dispute arises out of or relating to this Agreement, the parties agree to first make a good-faith effort to resolve such dispute themselves. Upon failing, the parties shall engage in non-binding mediation with a mediator to be mutually agreed on by the parties. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, which the parties cannot settle themselves or through mediation, shall be settled by arbitration. This transaction may be conducted by electronic means and the parties authorize that their electronic signatures act as their legal signatures of this Agreement. This Agreement will be considered signed by a party when his/her/its electronic signature is transmitted. Such signature shall be treated in all respects as having the same effect as an original handwritten signature. (You are not required to conduct this transaction by electronic means or use an electronic signature, but if you do so, then you hereby give your authorization pursuant to this paragraph.) This Agreement constitutes the entire agreement of between the parties with respect to this Agreement its subject matter, and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereofrepresentations. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other The full terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement CC BY license may be executed in two accessed here: xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by/4.0/legalcode and the full terms of the CC BY-NC license may be accessed here: xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc/4.0/legalcode. The terms of both licenses are incorporated herein by reference. No amendment or more counterparts, each one modification of which any provision of this Agreement shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended valid or modified binding unless made in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreementparties. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

General Provisions. (a) None of the Plan, this Agreement or the Award Memorandum confers upon you any right to continue to be employed by the Company or any Subsidiary of the Company or limits in any respect any right of the Company or any Subsidiary of the Company to terminate your employment at any time, without liability. (b) This Agreement constitutes Agreement, the Award Memorandum, the Plan and the Restricted Stock Unit Deferral Election Form, if any, contain the entire agreement between the Company and you relating to the Award and the Shares and supersede all prior agreements or understandings relating thereto. (c) This Agreement and the Award Memorandum may only be modified, amended or cancelled as provided in the Plan. (d) If any one or more provisions of this Agreement or the Award Memorandum is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the parties remaining provisions hereof shall not in any way be affected or impaired thereby. (e) Any remedies available to the Company under the Plan or this Agreement are cumulative and supersedes all prior written or oral are in addition to, and all contemporaneous oral agreementsare not affected by, understandings the other rights and negotiations solely with respect remedies available to the Company under the Plan, this Agreement, by law or otherwise. (f) This Agreement and the Award Memorandum shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to conflict of law provisions. (g) The Company agrees, and you agree, to be subject matters hereof. Notwithstanding anything to and bound by all of the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effectPlan. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are The Prospectus for the convenience of Plan is accessible on the parties only Company’s administrative agent’s website (xxx.xxxxxxxxxxx.xxxxxxxx.xxx) in the “forms library” and shall not affect the construction or interpretation of this Agreementa paper copy is available upon request. (bh) The Company acknowledges that in connection with This Agreement and the Offering Award Memorandum shall be binding upon and inure to the benefit of any successor or assign of the Underwritten Shares: Company and to any heir, distributee, executor, administrator or legal representative entitled by law to your rights hereunder. (i) You understand that, under the Underwriter has acted at arm’s lengthterms of the Plan, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable considerationAward Memorandum, the receipt and sufficiency of which are hereby acknowledged, Company may cancel or rescind this Award and/or the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orcertain circumstances.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings understandings, and negotiations solely with respect to the subject matters matter hereof. . (b) Notwithstanding anything herein to the contrary set forth hereincontrary, it is understood the Engagement Agreement between the Company and agreed Placement Agent shall continue to be effective and the terms therein shall continue to survive and be enforceable by the parties hereto that all other Placement Agent and the Company in accordance with its terms, provided that, in the event of a conflict between the terms and conditions of the Engagement Letter Agreement and this Agreement, the terms of this Agreement shall remain in full force and effect. prevail. (c) This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Facsimile or other electronically scanned and transmitted signatures (including by email attachment) and electronic signatures (including by DocuSign) shall be deemed originals for all purposes of this Agreement. (d) This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (be) The Company acknowledges that in connection with the Offering of the Underwritten SharesOffering: (i) the Underwriter Placement Agent has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company, any officer or director of the Company or any other personperson affiliated with any of them, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement Agreement, and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything herein to the contrary set forth hereincontrary, it is understood the Engagement Agreement, dated March 14, 2018, between the Company and agreed the Underwriter, as amended (the “Engagement Agreement”), shall continue to be effective and the terms therein shall continue to survive and be enforceable by the parties hereto that all other in accordance with its terms, provided that, in the event of a conflict between the terms and conditions of the Engagement Letter Agreement and this Agreement, the terms of this Agreement shall remain in full force and effectprevail. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party hereto whom the condition is meant to benefit. Section headings herein are for the convenience of the parties hereto only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten SharesOffering: (i) the Underwriter has acted at arm’s arms’ length, and is not an agent agents of, and owes no fiduciary duties to to, the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten SharesSecurities: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered SharesSecurities. [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orOfficer

General Provisions. (a) a. MercyOne Waterloo agrees that all services provided in the School Nursing Program will be provided to the individuals without regard to race, creed, color, national origin and disability and agrees that all services provided will be in accordance with all federal and state laws involving the civil rights of persons who would utilize the School Nursing Program. b. The persons executing this Agreement on behalf of CFCSD and MercyOne Waterloo warrant that, by affixing their signatures hereto, they are duly authorized to execute this Agreement on behalf of the entity for which they have executed same. c. This Agreement constitutes writing is the entire agreement of the parties parties. Any change or modification to this Agreement is not effective unless detailed in a signed, written amendment between the parties. d. The laws of the State of Iowa shall govern this Agreement without regard to its conflict of laws provisions. e. Notice shall be given in writing and supersedes all prior written shall be effective upon the earlier of three (3) days following sending the notice via certified mail, return receipt requested, to CFCSD or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to MercyOne Waterloo at the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed addresses below or upon actual receipt by the parties hereto that all other terms and conditions of party. Either party may change the Engagement Letter shall remain address to which notices are to be sent by notice given in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, accordance with the same effect as if the signatures thereto and hereto were upon the same instrumentprovisions of this section. If to CFCSD: Cedar Falls Community School District Attn: Superintendent 0000 X 0xx Xxxxxx Xxxxx Xxxxx, Xxxx 00000 If to MercyOne Waterloo: Covenant Medical Center, Inc. d/b/a MercyOne Waterloo Medical Center Attn: CFO 0000 X 0xx Xxxxxx Xxxxxxxx, Xxxx 00000 f. This Agreement may not be amended or modified unless in writing and signed assigned by all either party without the written consent of the parties heretoother party. Subject to the foregoing limitation upon assignment, this Agreement shall be binding upon and no condition herein (express or implied) may be waived unless waived in writing by each party whom inure to the condition is meant to benefit. Section headings herein are for the convenience benefit of the parties only successors and shall not affect assigns of the construction or interpretation of this Agreementparties. (b) The Company acknowledges that g. This Agreement is not intended to establish a partnership, joint venture, or employer- employee relationship. MercyOne Waterloo is responsible for all tax payments, withholdings and other obligations of an employer in connection with the Offering provision of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in services under this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orAgreement.

General Provisions. (a) a. This Agreement and any disclosures, releases and authorizations signed by you with regard to your appointment as the Company’s agent, constitutes the entire agreement of between you and the parties to this Agreement Company and supersedes all prior agreements, whether written or oral and all contemporaneous oral agreementsoral, understandings and negotiations solely with respect to the subject matters hereofcommitments between us. Notwithstanding anything to the contrary set forth herein, it is understood and agreed This Agreement may be amended at any time by the Company upon thirty (30) days written notice to you. Such amendment shall be effective thirty (30) days after written notice, unless you object in writing no later than fifteen (15) days after written notice is mailed by the Company in accordance with this Agreement. Any amendment to this Agreement, whether by the Company or by both parties hereto that all hereto, shall be in writing. b. The following provisions shall survive termination of this Agreement: 5i., 5j., 5l., 5m., 5o., 6, 7, 9, 10, 13f, 14c., 14d., 15, 18, and 19. c. Headings used in this Agreement are for convenience and reference only and shall not control the interpretation of any term or condition. d. Any provisions of this Agreement which shall prove to be invalid, void or illegal shall in no way affect, impair or invalidate any other terms provision hereof, and conditions of the Engagement Letter such other provisions shall remain in full force and effect. This . e. The forbearance, waiver or neglect of the Company to insist upon strict compliance by you with any of the provisions of this Agreement may or to declare a termination against you, shall not be executed construed as a waiver of any of the Company’s rights or privileges hereunder. f. To the extent that any provision of this Agreement is in two conflict with any statute, regulation, ordinance or more counterpartsother binding legislative or regulatory prohibition, each one of which such statute, regulation, ordinance or prohibition shall control and such provision shall be an originalconstrued as void from its inception, with it being the same effect as if intent of both parties hereto to fully and completely conform to the signatures thereto laws of each jurisdiction in which the Company’s business is being conducted. g. You agree that by providing your fax number, email address, mail address, and hereto were upon the same instrument. This Agreement may not be amended telephone number that you are providing consent to receive advertisements and other communications by fax, e-mail, mail and telephone from or modified unless in writing and signed by all on behalf of the parties heretoCompany and its affiliates. You understand that you can revoke your consent by submitting a written request, using the appropriate form if applicable, to the Company. h. You hereby authorize the Company and no condition herein (express its affiliates to release information about you maintained by the Company or implied) may be waived unless waived in writing by each party whom its affiliates to state or federal regulatory or law enforcement authorities on request. i. You agree that you and your subordinate agents are independent contractors under the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation terms of this Agreement. (b) The Company acknowledges j. You agree that in connection with the Offering this Agreement is a contract of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is indemnity and not an agent of, a contract of suretyship. k. You represent and owes no fiduciary duties warrant to the Company or any other personthat the officer signing below has full power and authority to enter into this Agreement, (ii) the Underwriter owes the Company only those duties and obligations set forth in that this Agreement has been duly and (iii) the Underwriter may have interests that differ from those validly executed and constitutes a legal, valid and binding agreement. l. This Agreement is signed by us at our administrative office in Cincinnati, Ohio, as of the Companyeffective date. Agency: By: Signature Its Title By: Signature Its Title Effective Date Broker/Dealer’s Commission Schedule: SRG (GDC Level) W-9 Form (Rev. August 2013) Department of the Treasury Internal Revenue Service Give Form to the requester. Do not send to the IRS. Name (as shown on your income tax return) Business name/disregarded entity name, if different from above Check appropriate box for federal tax classification: Individual/sole proprietor C Corporation S Corporation Partnership Trust/estate Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) a Other (see instructions) a Exemptions (see instructions): Exempt payee code (if any) Exemption from FATCA reporting code (if any) Address (number, street, and apt. or suite no.) Requester’s name and address (optional) City, state, and ZIP code List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Employer identification number – Part II Certification Enter your TIN in the appropriate box. The Company waives TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the full extent permitted by applicable law any claims Part I instructions on page 3. For other entities, it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Sharesis your employer identification number (EIN). If the foregoing is in accordance with your understanding of our agreementyou do not have a number, please sign below whereupon this instrument, along with all counterparts hereof, shall become see How to get a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date TIN on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (page 3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything herein to the contrary set forth hereincontrary, it is understood the Engagement Agreement, dated March 27, 2023 (“Engagement Agreement”), between the Company and agreed the Placement Agent shall continue to be effective and the terms therein shall continue to survive and be enforceable by the parties hereto that all other Placement Agent in accordance with its terms, provided that, in the event of a conflict between the terms and conditions of the Engagement Letter Agreement and this Agreement, the terms of this Agreement shall remain in full force and effectprevail. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent’s responsibility to the Company is solely contractual and commercial in nature, (ii) the Placement Agent has acted at arm’s arms length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (iiiii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iiiiv) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full fullest extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an a breach or alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

General Provisions. (a) This Agreement constitutes shall be governed by and construed in accordance with the entire laws of the State of Delaware, except that the Parties recognize that to the extent that any term of this Agreement must be interpreted in light of the law of the state in which a Seconded Employee is employed, those terms shall be interpreted accordingly. (b) Any notice, demand or communication required or permitted under this Agreement shall be in writing and delivered personally, by reputable courier or by facsimile, and shall be deemed to have been duly given as of the date and time reflected on the delivery receipt, if delivered personally or sent by reputable courier service, or on the automatic facsimile transmission receipt, if sent by facsimile, addressed as follows: Oasis Petroleum Inc. 0000 Xxxxxx Xxxxxx, Suite 1500 Houston, Texas 77002 Attention: Chief Financial Officer Facsimile: (000) 000-0000 Oasis Midstream Partners LP c/o OMP GP LLC 0000 Xxxxxx Xxxxxx, Suite 1500 Houston, Texas 77002 Attention: General Counsel Facsimile: (000) 000-0000 A Party may change its address or facsimile number for the purposes of notices hereunder by giving notice to the other Parties specifying such changed address in the manner specified in this Section 8(b). (c) This Agreement may be amended or modified from time to time only by the written agreement of Oasis and the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. MLP. (d) This Agreement may be executed in two or more counterparts, each one any number of which shall be an original, counterparts with the same effect as if all signatory Parties had signed the signatures thereto same document. All counterparts shall be construed together and hereto were upon shall constitute one and the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (be) The Company acknowledges that in connection with If any provision of this Agreement or the Offering application thereof to any person or circumstance shall be held invalid or unenforceable to any extent, the remainder of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those application of the Company. The Company waives such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the full greatest extent permitted by applicable law law. (f) To the extent any claims it may have against the Underwriter arising Party is prevented by Force Majeure from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with performing its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfersobligations, in whole or in part, directly or indirectlyunder this Agreement, and if such Party (the economic consequence of ownership “Affected Party”) gives notice and details of the Lock-Up SecuritiesForce Majeure to the other Party as soon as reasonably practicable, whether then the Affected Party shall be excused from the performance with respect to any such swap obligations (other than the obligation to make payments) for the period of such Force Majeure event. “Force Majeure” means any act of God, fire, flood, storm, explosion, terrorist act, rebellion or transaction described in clause insurrection, loss of electrical power, computer system failures, finding of illegality, strikes and labor disputes or any similar event or circumstance that prevents a Party from performing its obligations under this Agreement, but only if the event or circumstance: (i) or is not within the reasonable control of the Affected Party, (ii) above is to be settled by delivery not the result of the Lock-Up Securities fault or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent negligence of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise Affected Party and (4iii) could not, by the undersigned does not otherwise voluntarily effect any public filing exercise of due diligence, have been overcome or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); oravoided.

General Provisions. (a) None of the Plan, this Agreement or the Award Memorandum confers upon you any right to continue to be employed by the Company or any subsidiary of the Company or limits in any respect any right of the Company or any subsidiary of the Company to terminate your employment at any time, without liability. (b) This Agreement constitutes Agreement, the Award Memorandum, the Plan and the Restricted Stock Unit Deferral Election Form, if any, contain the entire agreement between the Company and you relating to the Award and the Shares and supersede all prior agreements or understandings relating thereto. (c) This Agreement and the Award Memorandum may only be modified, amended or cancelled as provided in the Plan. (d) If any one or more provisions of this Agreement or the Award Memorandum is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the parties remaining provisions hereof shall not in any way be affected or impaired thereby. (e) Any remedies available to the Company under the Plan or this Agreement are cumulative and supersedes all prior written or oral are in addition to, and all contemporaneous oral agreementsare not affected by, understandings the other rights and negotiations solely with respect remedies available to the Company under the Plan, this Agreement, by law or otherwise. (f) This Agreement and the Award Memorandum shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to conflict of law provisions. (g) The Company agrees, and you agree, to be subject matters hereof. Notwithstanding anything to and bound by all of the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effectPlan. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are The Prospectus for the convenience of Plan is accessible on the parties only Company’s administrative agent’s website in the “forms library” (xxx.xxxxxxxxxxx.xxxxxxxx.xxx) in the “forms library” and shall not affect the construction or interpretation of this Agreementa paper copy is available upon request. (bh) The Company acknowledges that in connection with This Agreement and the Offering Award Memorandum shall be binding upon and inure to the benefit of any successor or assign of the Underwritten Shares: Company and to any heir, distributee, executor, administrator or legal representative entitled by law to your rights hereunder. (i) You understand that, under the Underwriter has acted at arm’s lengthterms of the Plan, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable considerationAward Memorandum, the receipt and sufficiency of which are hereby acknowledged, Company may cancel or rescind this Award and/or the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orcertain circumstances.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent has acted at arm’s arms length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. Securities If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, An Illinois corporation By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Placement Agency Agreement is hereby confirmed and agreed to accepted as of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [Warrant Shares: _______ Initial Exercise Date: _______ _]__, 2022 Boustead Securities2013 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, LLC 6 Xxxxxxxfor value received, Xxxxx 000 Xxxxxx[ ] or its assigns (the “Holder”) is entitled, XX 00000 Ladies upon the terms and Gentlemen: The undersignedsubject to the limitations on exercise and the conditions hereinafter set forth, a stockholderat any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the [ ] year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, director or officer of WXXX & LXX GROUPto subscribe for and purchase from Z Trim Holdings, IncInc., a British Virgin Islands business company limited by shares an Illinois corporation (the “Company”), understands that Boustead Securitiesup to ______ shares (as subject to adjustment hereunder, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “OfferingWarrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933Exercise Price, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, defined in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousinSection 2(b); or.

General Provisions. (a) This Agreement constitutes the complete, final and exclusive embodiment of the entire agreement between Company and Executive with regard to the payments and benefits described herein, and it supersedes and replaces any other agreements (whether written or unwritten) Executive may have with the Company concerning severance benefits or change of control benefits (including but not limited to the provisions of Executive’s Offer Letter concerning severance benefits or change of control benefits). This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises or representations. This Agreement may not be modified or amended except in a written agreement approved by the Compensation Committee and signed by Executive and a duly authorized officer of the Company. (b) Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective under applicable law. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. Any invalid or unenforceable provision shall be modified so as to be rendered valid and enforceable in a manner consistent with the intent of the parties insofar as possible. (c) Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect the failure to assert any right Executive or the subject matters hereof. Notwithstanding anything Company may have hereunder shall not be deemed to the contrary set forth herein, it is understood and agreed by the parties hereto that all be a waiver of such provision or right or any other terms and conditions provision or right of the Engagement Letter shall remain in full force and effect. this Agreement. (d) This Agreement may be executed in two or more several counterparts, each one of which shall be deemed to be an original, with the same effect as if the signatures thereto original but all of which together will constitute one and hereto were upon the same instrument. This Agreement may not Facsimile signatures shall be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreementdeemed as effective as originals. (be) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, This Agreement is not an agent of, intended to bind and owes no fiduciary duties inure to the Company or any other personbenefit of and be enforceable by Executive, (ii) the Underwriter owes the Company only those and their respective successors, assigns, heirs, executives and administrators, except that Executive may not assign any of his duties hereunder and obligations set forth in this Agreement and (iii) he may not assign any of his rights hereunder without the Underwriter may have interests that differ from those written consent of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is This Agreement shall be interpreted and enforced in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to the laws of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer State of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares California. (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”f) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to Any ambiguity in this Agreement shall not be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, construed against either party as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); ordrafter.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter each Placement Agent has acted at arm’s arms length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter each Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter each Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agents arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered SharesSecurities. (c) The obligations of each Placement Agent under this Agreement are several and not joint with the obligations of the other Placement Agent, and no Placement Agent shall be responsible in any way for the performance or non-performance of the obligations of any other Placement Agent under this Agreement. If the foregoing is in accordance with your understanding of our agreementNothing contained herein, please sign below whereupon this instrument, along with all counterparts hereofand no action taken by any Placement Agent pursuant hereto, shall become be deemed to constitute the Placement Agents as a binding agreement in accordance with its terms. Very truly yourspartnership, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersignedan association, a stockholderjoint venture or any other kind of entity, director or officer of WXXX & LXX GROUP, Inc, create a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit presumption that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which Placement Agents are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during in any way acting in concert or as a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or group with respect to which such obligations or the undersigned has or hereafter acquires transactions contemplated by this Agreement. Each Placement Agent shall be entitled to independently protect and enforce its rights, including, without limitation, the power rights arising out of dispositionthis Agreement, or file, or cause and it shall not be necessary for the other Placement Agent to be filed, any registration statement under the Securities Act of 1933, joined as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported an additional party in any public report or filing with the Securities proceeding for such purpose. Each Placement Agent has been represented by its own separate legal counsel in their review and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes negotiation of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orAgreement and the transaction contemplated hereunder.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Such counterparts may be executed and delivered by electronic means, which shall not impair such execution or delivery. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges and agrees that in connection with the Offering of the Underwritten SharesSecurities: (i) the Underwriter has Underwriters have acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes Underwriters owe the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Underwriters arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered SharesSecurities. [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Xxxxx Xxxxxxx Title: Chief Executive Officer and Executive Chairman The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of that certain engagement letter between the Engagement Letter Company and the Underwriter, dated May 31, 2018, shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten SharesOffered Securities: (i) the Underwriter has acted at arm’s length, is not an agent agents of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against any of the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered SharesSecurities. [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Yxxx Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer The Company hereby agrees to indemnify and hold the Underwriter, its officers, directors, principals, employees, affiliates, and shareholders, and its successors and assigns, harmless from and against any and all loss, claim, damage, liability, deficiencies, actions, suits, proceedings and costs (including, but not limited to, reasonable legal fees and other expenses and reasonable disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever, or in appearing or preparing for appearance as witness in any proceeding, including any pretrial proceeding such as a deposition) (collectively, “Losses”) arising out of, based upon, or in any way related or attributed to, any breach of a representation, warranty or covenant by the Company contained in this Agreement. The Company will not, however, be responsible for any Losses that have resulted from the Underwriter Information or the gross negligence or willful misconduct of any individual or entity seeking indemnification or contribution hereunder. If the Underwriter receives written notice of the commencement of any legal action, suit or proceeding with respect to which the Company is or may be obligated to provide indemnification pursuant to this Schedule A, the Underwriter shall within thirty (30) days of the receipt of such written notice, give the Company written notice thereof (a “Claim Notice”). Failure to give such Claim Notice within such thirty (30) day period shall not constitute a waiver by Boustead, as applicable, of its respective right to indemnity hereunder with respect to such action, suit or proceeding. Upon receipt by the Company of a Claim Notice from the Underwriter with respect to any claim for indemnification which is based upon a claim made by a third party (“Third Party Claim”), the Company may assume the defense of the Third Party Claim with counsel of its own choosing, as described below. the Underwriter shall cooperate in the defense of the Third Party Claim and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trial and appeals as may be reasonably required in connection therewith. The Underwriter shall have the right to employ its own counsel in any such action, which shall be at the Company’s expense if (i) the Company and the Underwriter shall have mutually agreed in writing to the retention of such counsel, (ii) the Company shall have failed in a timely manner to assume the defense and employ counsel or experts reasonably satisfactory to the Underwriter in such litigation or proceeding or (iii) the named parties to any such litigation or proceeding (including any impleaded parties) include the Company and the Underwriter and representation of the Company and the Underwriter by the same counsel or experts would, in the reasonable opinion of the Underwriter be inappropriate due to actual or potential differing interests between the Company and the Underwriter. The Company shall not satisfy or settle any Third Party Claim for which indemnification has been sought and is available hereunder, without the prior written consent of the Underwriter, which consent shall not be delayed and which shall not be required if the Underwriter, is granted a general release in connection therewith. The indemnification provisions hereunder shall survive the termination or expiration of this Agreement. The Company further agrees, upon demand by the Underwriter, to promptly reimburse the Underwriter for, or pay, any reasonable fees, expenses or disbursements as to which the Underwriter has been indemnified herein with such reimbursement to be made currently as such fees, expenses or disbursements are incurred by the Underwriter. Notwithstanding the provisions of the aforementioned indemnification, any such reimbursement or payment by the Company of fees, expenses, or disbursements incurred by the Underwriter shall be repaid by the Underwriter, in the event of any proceeding in which a final judgment (after all appeals or the expiration of time to appeal) is entered in a court of competent jurisdiction against the Underwriter based solely upon its gross negligence or intentional misconduct in the performance of its duties hereunder, and provided further, that the Company shall not be required to make reimbursement or payment for any settlement effected without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed). If for any reason the foregoing indemnification is unavailable or is insufficient to hold any of the Underwriter harmless, the Company agrees to contribute the amount paid or payable by any Underwriter in such proportion as to reflect not only the relative benefits received by the Company, on the one hand, and the Underwriter, on the other hand, but also the relative fault of the Company and any of the Underwriter as well as any relevant equitable considerations. In no event shall the Underwriter contribute in excess of the fees actually received by it pursuant to the terms of this Agreement. For purposes of this Agreement, each officer, director, shareholder, and employee or affiliate of the Underwriter and each person, if any, who controls the Underwriter (or any affiliate) within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights as the Underwriter with respect to matters of indemnification by the Company hereunder. Yxxx Xx (CEO & Chairman) 3,960,000 19.80 % Zxxxxxx Xx (COO & Director) 2,970,000 14.85 % Dongchang Guo (Chief Art Officer) 2,970,000 14.85 % Yinhai Hu (CTO) 1,100,000 5.50 % Zengxin Co. Ltd. 3,000,000 15.00 % Early Bird Capital Ltd. 2,020,000 10.1 % Tycuplay Co. Ltd. 3,980,000 19.9 % [_____________], 2022 2018 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, IncJump World Holding Limited, a British Virgin Cayman Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value shares (the “Ordinary SharesSecurities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 twelve (12) months from the date on which the trading of the Ordinary Shares Securities on the Senior NASDAQ Stock Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares shares of Securities upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything herein to the contrary set forth hereincontrary, it is understood the Engagement Agreement, dated November 8, 2024 (“Engagement Agreement”), between the Company and agreed the Placement Agent, shall continue to be effective, and the terms therein shall continue to survive and be enforceable by the parties hereto that all other Placement Agent in accordance with its terms, provided that, in the event of a conflict between the terms and conditions of the Engagement Letter Agreement and this Agreement, the terms of this Agreement shall remain in full force and effectprevail. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. If any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in that certain Securities Purchase Agreement dated as of December 4, 2024 (the “Securities Purchase Agreement”), by and between the Company and the purchasers listed on the signature page thereto, the terms of the Securities Purchase Agreement shall govern and control. (b) The Company acknowledges that in connection with the Offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything herein to the contrary set forth hereincontrary, it is understood the Engagement Agreement, dated November 8, 2022, as amended from time to time (“Engagement Agreement”), between the Company and agreed the Placement Agent, shall continue to be effective and the terms therein shall continue to survive and be enforceable by the parties hereto that all other Placement Agent in accordance with its terms and conditions including, without limitation, Section A.4 therein with respect to future offerings, provided that, in the event of a conflict between the terms of the Engagement Letter Agreement and this Agreement, the terms of this Agreement shall remain in full force and effectprevail. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent has acted at arm’s arms length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. Securities If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, DIGITAL BRANDS GROUP, INC., a Delaware corporation By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Placement Agency Agreement is hereby confirmed and agreed to accepted as of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

General Provisions. 18.1 Licensee shall maintain records of all papers, correspondence, proof of payment, ledgers, books, accounts and other information relating to its services or performance hereunder. Licensor or its designee may inspect, examine and review such records (aand make copies thereof) at any time upon at least five days’ notice during normal business hours during this License Agreement and for two (2) years thereafter. 18.2 This License Agreement constitutes the entire agreement of between the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely Parties with respect to the subject matters hereof. Notwithstanding anything matter hereof and thereof and supersedes all prior agreements, representations, warranties, statements, promises and understandings, whether oral or written, relating to such subject matter. 18.3 All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by fax or sent by overnight courier service and shall be deemed given when so delivered by hand or fax, or one day after being sent if sent by overnight courier service, addressed to a Party at the address set forth below or such other address as may hereafter be designated in writing by such Party to the contrary set forth hereinother Party: (i) if to AmBev: Chief Marketing Officer General Counsel Rua Xxxxxx Xxxx xx Xxxxxx, it is understood and agreed by 1017, 4’ andar 04530.001 - São Paulo - SP Brazil Fax: (00-00) 0000-0000 (ii) if to InBev : Chief Commercial Officer Chief Legal Officer Xxxxxxxxxxxxxx, 0 0000 Xxxxxx Xxxxxxx Fax: (32-16) 506697 (32-16) 506942 18.4 In the parties hereto event that all other terms and conditions any provision of this License Agreement shall be held to be invalid or unenforceable, the same shall not affect in any respect whatsoever the validity or enforceability of the Engagement Letter remainder of this License Agreement. If a provision hereof is held to be invalid or unenforceable, the Parties shall remain negotiate in full force and effect. good faith to replace the invalid or unenforceable provision to the greatest extent possible with another valid provision that will achieve the economic effect intended by this License Agreement. 18.5 This License Agreement may be executed in two or more counterparts, each one of which shall be an original, with binding upon and benefit the same effect as if the signatures thereto Parties and hereto were upon the same instrument. their respective legal representatives and permitted successors and assigns. 18.6 This License Agreement may not be amended amended, altered or modified unless in writing and except by written instrument, signed by all Parties. 18.7 The fact that a Party should at a given time fail to demand performance of any one of the parties hereto, and no condition herein (express or implied) may be waived unless waived provisions in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and this License Agreement shall not affect such Party’s right to demand full performance of the construction License Agreement, nor shall it constitute agreement to amendment of any section. Likewise, any delay in exercising rights or interpretation privileges by a Party shall not constitute acceptance of this Agreementor agreement with an amendment to any section. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length18.8 Neither Party may assign, is not an agent oftransfer, and owes no fiduciary duties to the Company or any other personsub-license, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Locksub-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer dispose whether by merger, operation of law or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectivelyotherwise, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfersthis License Agreement, in whole or in part, directly or indirectly, without the economic consequence of ownership prior consent of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwiseParty. Notwithstanding the foregoing, and subject either Party may assign this License Agreement to an Affiliate; provided, however, that no assignment to an Affiliate shall limit or affect the assigning Party’s obligations hereunder. Any purported assignment contrary to the conditions belowterms hereof shall be null and void and of no force or effect. 18.9 No consent or waiver, express or implied, by a Party, of any breach or default by any other Party in the undersigned may transfer performance by such other Party of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the Lock-Up Securities without the prior written consent performance by such other Party of the Underwriter as follows, provided that (1) same or any other obligations of such other Party hereunder or thereunder. Failure on the Underwriter receives part of a signed lock-up agreement for the balance Party to complain of any act or failure to act of the Lock-Up Period other Party or to declare the other Party in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder. The giving of consent by a Party in any one instance shall not limit or waive the necessity to obtain such Party’s consent in any future instance. 18.10 Each Party shall ensure that it, and its Affiliates, directors, officers, employees, external advisors and agents observe and perform all of such Party’s covenants, representations, warranties and undertakings set forth in this License Agreement and each Party shall, at its sole expense, take all reasonable measures (including but not limited to court proceedings) to restrain its Affiliates, directors, officers, employees, external advisors or agents from each doneebreaching such covenants, trustee representations, warranties or transfereeundertakings, including, but not limited to, any prohibited or unauthorized disclosure or use of Confidential Information. 18.11 From time to time, as and when requested by any Party, each Party shall execute and deliver, or cause its Affiliates to execute and deliver, all such documents and instruments and shall take, or cause its Affiliates to take, all such further or other actions, as such other Party may reasonably deem necessary or desirable to consummate the transactions contemplated by this License Agreement, including, in the case may beof Licensor, (2) any such transfer shall not involve a disposition for value, (3) such transfers causing its Affiliates who are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family owners of the undersigned (Marks licensed to Licensee to execute and deliver to Licensee such agreements and other instruments as Licensee or its counsel may reasonably request as necessary or desirable to confirm the grant of the license for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orsuch Marks.

General Provisions. 1. Respondent acknowledges that its pipeline system is subject to the jurisdiction of the federal Pipeline Safety Laws, 49 U.S.C. 60101, et seq., and the regulations and administrative orders issued thereunder. As used in this Consent Agreement and Order (a) Agreement), the terms “pipeline system” and “pipeline facility” shall be defined as in 49 C.F.R. Part 192. Respondent acknowledges that it received proper notice of PHMSA’s action in this proceeding and that the Notice states claims upon which relief may be granted pursuant to 49 U.S.C. 60101, et seq., and the regulations and orders issued thereunder. 2. Respondent consents to the issuance of this Agreement and hereby waives any further procedural requirements with respect to its issuance. Respondent waives all rights to contest the adequacy of notice or the validity of this Agreement, including all rights to administrative or judicial hearings, reviews, or appeals. 3. This Agreement shall apply to and be binding upon PHMSA and Respondent, its officers, directors, and employees, and its successors, assigns, or other entities or persons otherwise bound by law. Respondent agrees to provide a copy of this Agreement and any incorporated work plans and schedules to all City officers, employees, agents, and successors-in- interest whose duties reasonably might include compliance with this Agreement. 4. This Agreement constitutes the entire final, complete, and exclusive agreement of and understanding between the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely Parties with respect to the subject matters hereof. Notwithstanding anything settlement embodied in this Agreement, and the Parties acknowledge that there are no representations, agreements, or understandings relating to the contrary set forth herein, it is understood settlement other than those expressly contained in this Agreement and agreed by its appendices. 5. Nothing in this Agreement affects or relieves the parties hereto that City of its responsibility to comply with all other terms and conditions applicable requirements of the Engagement Letter shall remain federal Pipeline Safety Laws, 49 U.S.C. § 60101, et seq., and the regulations and orders issued thereunder. Nothing in full force this Agreement alters PHMSA’s right of access, entry, inspection, and effectinformation-gathering or its authority to bring any enforcement action against Respondent pursuant to the federal Pipeline Safety Laws, the regulations and orders issued thereunder, or any other provision of federal or state law. 6. This Agreement may be executed in two does not waive or more counterpartsmodify any federal, each one of which shall be an originalstate, with or local laws or regulations that are applicable to the same effect as if the signatures thereto and hereto were upon the same instrumentCity or its pipeline system. This Agreement may is not be amended a permit, or modified unless in writing a modification of any permit, under any federal, state, or local laws or regulations. Respondent remains responsible for achieving and signed by maintaining compliance with all of the parties heretoapplicable federal, state, and no condition herein local laws, regulations and permits. 7. This Agreement does not create rights in, or grant any cause of action to, any third party not a party to this Agreement. The U.S. Department of Transportation (express DOT) is not liable for any injuries or implied) damages to persons or property arising from acts or omissions of Respondent or its officers, employees, agents, or successors-in-interest in carrying out the work required by this Agreement. 8. The Parties agree that the facts as alleged in the Notice are true and correct and may be waived unless waived considered by PHMSA to be a prior offense in writing by each party whom any future PHMSA enforcement action taken against the condition is meant City. 9. Respondent agrees to benefit. complete the corrective actions specified in Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation B (Additional Work to be Performed) of this Agreement. (b) The Company acknowledges 10. Respondent agrees that the activities described in connection with the Offering Section B of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent ofthis Agreement, and owes no fiduciary duties in all work plans and schedules incorporated thereunder, are not required by any federal, state, or local law or regulation and do not include actions which Respondent would likely be required to perform: a. as injunctive relief, including as a mitigation project, in the Company instant case; b. as injunctive relief in any other existing legal action initiated by PHMSA or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth regulatory agency against Respondent; c. as part of an existing settlement or order in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or giftsanother legal action; or (2) to d. under any trust or other entity for the direct or indirect benefit offederal, state, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orlocal requirement.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent has acted at arm’s length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered SharesSecurities. If the foregoing Placement Agency Agreement is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, OXYGEN BIOTHERAPEUTICS, INC., By: /s/ Xxxxxxx Xxxxxx Name: Pxx Xxxx, Xx Xxxxxxx Xxxxxx Title: Interim Chief Executive Officer and Chief Financial Officer The foregoing Underwriting Placement Agency Agreement is hereby confirmed and agreed to accepted as of the date first above written. By: /s/ Xxxxxxxx Xxxxxxx Name: Kxxxx Xxxxx Xxxxxxxx Xxxxxxx Title: Chief Executive Officer [_____________]Managing Director The Company hereby agrees to indemnify and hold Ladenburg, 2022 Boustead Securitiesits officers, LLC 6 Xxxxxxxdirectors, Xxxxx 000 Xxxxxxprincipals, XX 00000 Ladies employees, affiliates, and Gentlemen: The undersignedshareholders, and their successors and assigns, harmless from and against any and all loss, claim, damage, liability, deficiencies, actions, suits, proceedings, costs and legal expenses or expense whatsoever (including, but not limited to, reasonable legal fees and other expenses and reasonable disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever, or in appearing or preparing for appearance as witness in any proceeding, including any pretrial proceeding such as a stockholderdeposition) (collectively, director "Losses") arising out of, based upon, or officer in any way related or attributed to, (i) any breach of WXXX & LXX GROUPa representation, Incwarranty or covenant by the Company contained in this Agreement or (ii) any activities or services performed hereunder by Ladenburg, unless it is finally judicially determined in a British Virgin Islands business company limited court of competent jurisdiction that such Losses were the primary and direct result of the intentional misconduct or gross negligence of Ladenburg in performing the services hereunder or from information supplied in writing by shares Ladenburg to the Company expressly for use in the Preliminary Prospectus or Final Prospectus. If Ladenburg receives written notice of the commencement of any legal action, suit or proceeding with respect to which the Company is or may be obligated to provide indemnification pursuant to this Schedule A, Ladenburg shall, within thirty (30) days of the “Company”receipt of such written notice, give the Company written notice thereof (a "Claim Notice"). Failure to give such Claim Notice within such thirty (30) day period shall not constitute a waiver by Ladenburg of its right to indemnity hereunder with respect to such action, suit or proceeding. Upon receipt by the Company of a Claim Notice from Ladenburg with respect to any claim for indemnification which is based upon a claim made by a third party ("Third Party Claim"), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (Company may assume the “Offering”) defense of the Company’s ordinary sharesThird Party Claim with counsel of its own choosing, no par value (as described below. Ladenburg shall cooperate in the “Ordinary Shares”). In recognition defense of the benefit that Third Party Claim and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trial and appeals as may be reasonably required in connection therewith. Ladenburg shall have the Offering will confer upon right to employ its own counsel in any such action, which shall be at the undersignedCompany's expense if (i) the Company and Ladenburg shall have mutually agreed in writing to the retention of such counsel, (ii) the Company shall have failed in a timely manner to assume the defense and employ counsel or experts reasonably satisfactory to Ladenburg in such litigation or proceeding or (iii) the named parties to any such litigation or proceeding (including any impleaded parties) include the Company and Ladenburg and representation of the Company and Ladenburg by the same counsel or experts would, in the reasonable opinion of Ladenburg, be inappropriate due to actual or potential differing interests between the Company and Ladenburg. The Company shall not satisfy or settle any Third Party Claim for other good which indemnification has been sought and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter thatis available hereunder, without the prior written consent of Ladenburg, which consent shall not be delayed and which shall not be required if Ladenburg is granted a release in connection therewith. The indemnification provisions hereunder shall survive the Underwritertermination or expiration of this Agreement. The Company further agrees, during a period of up upon demand by Ladenburg, to 12 months from promptly reimburse Ladenburg for, or pay, any fees, expenses or disbursements as to which Ladenburg has been indemnified herein with such reimbursement to be made currently as any such fees, expenses or disbursements are incurred by Ladenburg. Notwithstanding the date on which the trading provisions of the Ordinary Shares on aforementioned indemnification, any such reimbursement or payment by the Senior Exchange commences Company of fees, expenses, or disbursements incurred by Ladenburg shall be repaid by Ladenburg in the event of any proceeding in which a final judgment (after all appeals or the “Lock-Up Period”)expiration of time to appeal) is entered in a court of competent jurisdiction against Ladenburg based solely upon its gross negligence or intentional misconduct in the performance of its duties hereunder, and provided further, that the undersigned will not, Company shall not be required to make reimbursement or payment for any settlement effected without the Company’s prior written consent of (which consent shall not be unreasonably withheld or delayed). If for any reason the Underwriterforegoing indemnification is unavailable or is insufficient to hold Ladenburg harmless, directly the Company agrees to contribute the amount paid or indirectly (i) offerpayable by Ladenburg in such proportion as to reflect not only the relative benefits received by the Company, pledgeon the one hand, selland Ladenburg, contract to sellon the other hand, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities but also the relative fault of the Company and Ladenburg as well as any relevant equitable considerations. In no event shall Ladenburg contribute in excess of the fees actually received by it pursuant to the terms of this Agreement. For purposes of this Agreement, each officer, director, shareholder, and employee or affiliate of Ladenburg and each person, if any, who controls Ladenburg (including or any affiliate) within the issuance meaning of Ordinary Shares upon the exercise either Section 15 of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended, shall have the same rights as Ladenburg with respect to any matters of indemnification by the foregoing Company hereunder. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Warrant Shares: 53,539 Initial Exercise Date: July 23, 2013 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, LADENBURG XXXXXXXX & CO. INC. or its assigns (iithe “Holder”) enter into any swap or any other agreement or any transaction that transfersis entitled, in whole or in part, directly or indirectly, upon the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, terms and subject to the limitations on exercise and the conditions belowhereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on July 19, 2016 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oxygen Biotherapeutics, Inc., a Delaware corporation (the “Company”), up to 53,539 shares (as subject to adjustment hereunder, the undersigned may transfer “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Lock-Up Securities without Exercise Price, as defined in Section 2(b). This Warrant is issued by the prior written consent Company as of the Underwriter as follows, provided that date hereof pursuant to (1i) the Underwriter receives a signed lock-up agreement for the balance Section 1(b) of the Lock-Up Period from each doneePlacement Agent Agreement, trustee or transfereedated July 21, as 2013 (“PAA”), between the case may be, Company and Ladenburg Xxxxxxxx & Co. Inc. and (2ii) any such transfer shall not involve a disposition for value, (3Section 4(2) such transfers are not required to be reported in any public report or filing with of the Securities Act and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orRule 506 promulgated thereunder.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to , except for the contrary set forth hereinengagement agreements entered into by and between the Company and the Placement Agent, it is understood dated as of May 10, 2017, May 22, 2017, June 22, 2017, September 25, 2017, December 5, 2017, March 22, 2018 and agreed by September 21, 2018, which shall survive the parties hereto that all other terms and conditions execution of the Engagement Letter shall remain in full force and effectthis Agreement. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent has acted at arm’s arms length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. Securities If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Placement Agency Agreement is hereby confirmed and agreed to accepted as of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please kindly sign below and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, SPRINGLEAF FINANCE CORPORATION By: /s/ Xxxxx X. Xxxxxx Name: Pxx Xxxx, Xx Xxxxx X. Xxxxxx Title: Chief Executive Officer Senior Vice President and Treasurer ONEMAIN HOLDINGS, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and agreed to accepted by the Underwriters as of the date first above written. RBC Capital Markets, LLC, Acting on behalf of itself and as a Representative of the several Underwriters By: /s/ Xxxxxxx X. Xxxxx Name: Kxxxx Xxxxxxx X. Xxxxx Title: Chief Executive Officer [_____________]Managing Director, 2022 Boustead Head of Leveraged Finance Xxxxxxx Sachs & Co. LLC, Acting on behalf of itself and as a Representative of the several Underwriters By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director Underwriters Aggregate Principal Amount of Securities to be Purchased RBC Capital Markets, LLC $157,500,000 Xxxxxxx Xxxxx & Co. LLC 131,250,000 Barclays Capital Inc. 30,000,000 NP Paribas Securities Corp. 30,000,000 Citigroup Global Markets Inc. 37,500,000 Citizens Capital Markets, Inc. 30,000,000 Deutsche Bank Securities Inc. 22,500,000 Mizuho Securities USA LLC 60,000,000 Xxxxxx Xxxxxxx & Co. LLC 33,750,000 NatWest Markets Securities Inc. 22,500,000 Regions Securities LLC 22,500,000 SG Americas Securities, LLC 6 Xxxxxxx67,500,000 Natixis Securities Americas LLC 67,500,000 Xxxxxx X. Xxxxxxx & Company, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX Inc. 18,750,000 X. Xxxxxxx & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead SecuritiesCo., LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or18,750,000 Total $750,000,000

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten SharesOffered Securities: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Xxxxxxx Xxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Xxxxx Title: Chief Executive Officer Xxxxxxx Xxx 8,700,000* 12 months* Xxx Xxx 200,000 6 months Xxxx Xxxx 0 6 months Xxxx Xxxx 300,000 6 months Xxxx Xxxx 0 6 months Xxxx Xxxx Xxx 0 6 months Xxxxxx Xxxx 0 6 months Xxx Xxxx 0 6 months Xxxxx International Investment Holdings Co., Limited 8,700,000 12 months Shunyu Limited 400,000 6 months Glacier Warrior Holdings Limited 200,000 6 months Glacier Warrior International Limited 200,000 6 months * Xxxxxxx Xxx is deemed to beneficially own 8,700,000 Ordinary Shares through Xxxxx International Investment Holdings Co., Limited, a British Virgin Islands company holding 8,700,000 shares of our Ordinary Shares. Xxxxxxx Xxx has the sole voting and dispositive power of all the shares held by Xxxxx International Investment Holdings Co., Limited. [_____________], 2022 Boustead Securities, LLC 6 0 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or00000

General Provisions. (a) This Agreement Agreement, including all exhibits hereto, constitutes the complete, final and exclusive embodiment of the entire agreement between the parties with regard to the subject matter hereof. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises or representations. Notwithstanding the foregoing, nothing in this Agreement shall affect the parties’ rights or obligations under the October 2002 restricted stock agreement or any other applicable restricted stock or stock option agreements entered into prior to or after the effective date of this Agreement or the Executive’s Employee Proprietary Information and Inventions Agreement. This Agreement cannot be modified except in a writing signed by Executive and a duly-authorized member of the Board. (b) Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective under applicable law. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. Any invalid or unenforceable provision shall be modified so as to be rendered valid and enforceable in a manner consistent with the intent of the parties insofar as possible. (c) The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect the failure to assert any right the subject matters hereof. Notwithstanding anything Executive or the Company may have hereunder shall not be deemed to the contrary set forth herein, it is understood and agreed by the parties hereto that all be a waiver of such provision or right or any other terms and conditions provision or right of the Engagement Letter shall remain in full force and effect. this Agreement. (d) This Agreement may be executed in two or more several counterparts, each one of which shall be deemed to be an original, with the same effect as if the signatures thereto original but all of which together will constitute one and hereto were upon the same instrument. This Agreement may not Facsimile signatures shall be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreementdeemed as effective as originals. (be) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, This Agreement is not an agent of, intended to bind and owes no fiduciary duties inure to the Company or any other personbenefit of and be enforceable by Executive, (ii) the Underwriter owes the Company only those and their respective successors, assigns, heirs, executives and administrators, except that Executive may not assign any of his duties hereunder and obligations set forth in this Agreement and (iii) he may not assign any of his rights hereunder without the Underwriter may have interests that differ from those written consent of the Company. The Company waives This Agreement shall be interpreted and enforced in accordance with the laws of the State of California. (f) If either party hereto bring any action to enforce such party’s rights hereunder, the full extent permitted by applicable law prevailing party in any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty such action shall be entitled to recover such party’s reasonable attorneys’ fees and costs incurred in connection with the Offering such action. (g) For purposes of the Offered Shares. If the foregoing is in accordance with your understanding of our agreementconstruction, please sign below whereupon this instrument, along with all counterparts hereof, Agreement shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed be deemed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited have been drafted by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good the rule of construction of contracts that ambiguities are construed against the drafting party shall be applied against the Company. (h) Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and valuable consideration, addressed to the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities Corporate Secretary of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause at its principal corporate offices. Any notice required to be filed, any registration statement under given or delivered to Executive shall be in writing and addressed to Executive at the Securities Act of 1933, as amended, with respect to any of the foregoing address indicated herein or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, last known address provided by Executive to the undersigned may transfer Company. All notices shall be deemed to have been given or delivered upon: personal delivery; three (3) days after deposit in the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that United States mail by certified or registered mail (return receipt requested); one (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee business day after deposit with any return receipt express courier (prepaid); or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: one (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship business day after transmission by blood, marriage or adoption, not more remote than first cousin); orfacsimile.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent has acted at arm’s arms length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. Securities [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, a Delaware corporation By: /s/ Xxxxxxxxxxx X. Xxxxxxx, PhD Name: Pxx XxxxXxxxxxxxxxx X. Xxxxxxx, Xx PhD Title: Chief Executive Officer President and CEO The foregoing Underwriting Placement Agency Agreement is hereby confirmed and agreed to accepted as of the date first above written. By: /s/ Xxxxx Xxxxxx Name: Kxxxx Xxxxx Xxxxxx Title: Chief Executive Officer Head of Investment Banking THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE CLOSING DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE CLOSING DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 2022 Boustead SecuritiesEASTERN TIME, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or[___________________] [DATE THAT IS FIVE YEARS FROM THE CLOSING DATE OF THE OFFERING].

General Provisions. (a) This Joinder Agreement constitutes the entire agreement of the parties to this Joinder Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Joinder Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this Joinder Agreement by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof. This Joinder Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Joinder Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below indicate your acceptance of this Joinder Agreement by signing in the space provided below, whereupon this instrument, along with all counterparts hereof, shall Joinder Agreement will become a binding agreement in accordance with its termsterms as of the date first written above. Very truly yours, [ADDITIONAL GUARANTORS] By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Joinder Agreement is hereby confirmed and agreed to accepted by the Initial Purchasers as of the date first above written. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Acting on behalf of itself and as the Representative of the several Initial Purchasers By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________]Managing Director PRICING SUPPLEMENT This Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum dated July 21, 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares 2014 (the “CompanyPreliminary Offering Memorandum”). The information in this Pricing Supplement supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary Offering Memorandum. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Preliminary Offering Memorandum. Issuers: Compressco Partners, understands that Boustead Securities, LLC L.P. (the “UnderwriterPartnership”) will act as an underwriter and Compressco Finance Inc. Aggregate Principal Amount: $350,000,000 Gross Proceeds: $344,778,000 Title of Securities: 7.25% Senior Notes due 2022 Final Maturity Date: August 15, 2022 Issue Price: 98.508%, plus accrued interest, if any, from August 4, 2014 Coupon: 7.25% Yield to carry out an offering (the “Offering”) of the Company’s ordinary sharesWorst: 7.50% Interest Payment Dates: February 15 and August 15, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersignedbeginning on February 15, 2015 Record Dates: February 1 and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (August 1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

General Provisions. (a) This 4. The parties acknowledge that this Agreement constitutes the entire agreement is a voluntary and full settlement of the disputed complaints. The parties to this Agreement affirm that they have read and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to fully understand the subject matters hereof. Notwithstanding anything to significance of the contrary terms set forth herein. No party has been coerced, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain intimidated, threatened, or in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each any way forced to become a party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. 5. It is understood that Respondents deny any violation of the law and that this Agreement does not constitute an admission by Respondents, nor evidence of a determination by the Department of any violation of the Act or any other law. 6. Respondents deny having discriminated against Complainants but acknowledge that they have an affirmative duty not to discriminate under the Act. Respondents acknowledge that it is unlawful to retaliate against any person because that person has made a complaint, testified, assisted or participated in any manner in a proceeding under the Act. Respondents further acknowledge that any subsequent retaliation or discrimination constitutes both a material breach of this Agreement, and a statutory violation of the Act. 7. The parties agree that the execution of this Agreement may be accomplished by separate execution of consents to this Agreement, the original executed signature pages to be attached to the body of the Agreement to constitute one document. It is understood that the signature of Xxx Xxxxx, Senior Vice President, Retail Business Enablement & Controls, is made with the authority and on behalf of Respondent Bank of America. 8. This Agreement, subsequent to the approval by the FHEO Regional Director, or his designee, is binding upon Respondents, their employees, heirs, successors, executors, assignees, predecessors, representatives, agents, principals, directors, officers, affiliates, other owners and all others in active concert with Respondents in the operation of the subject property. 9. It is understood that, pursuant to Section 810(b)(4) of the Act, upon approval of this Agreement by the FHEO Regional Director or his designee, it is a public document. 10. This Agreement does not in any way limit or restrict the Department’s authority to investigate any other complaint involving Respondents made pursuant to the Act or any other complaint within the Department’s jurisdiction. 11. No amendment to, modification of, or waiver of any provision of this Agreement shall be effective unless all the following conditions are met: (a) all signatories or their successors to the Agreement agree in writing to the proposed amendment, modification, or waiver; (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s lengthamendment, is not an agent ofmodification, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing waiver is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or giftswriting; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orand

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten SharesOffered Securities: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities2023 Spartan Capital Securities LLC 40 Xxxxxxxx, LLC 6 Xxxxxxx00xx Xxxxx, Xxxxx 000 XxxxxxNew York, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orNY 10006

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 XxxxxxIrvine, XX 00000 CA 92618 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

General Provisions. (a) This Agreement constitutes Your employment is contingent upon successful completion of a background and reference check. We would caution you not to resign any current employment until you have received notification of successful completion of both. (b) We are required by law to confirm your eligibility for employment in the entire agreement United States. Thus, you will be asked to provide proof of your identity and eligibility to work in the parties to U.S. on your start date. (c) If any term or provision of this Agreement and supersedes all prior written is invalid, illegal or oral and all contemporaneous oral agreementsincapable of being enforced by any applicable law or public policy, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms conditions and conditions provisions of the Engagement Letter this Agreement shall nonetheless remain in full force and effect. This Agreement may be executed in two Upon such determination that any term or more counterpartsother provision is invalid, each one illegal or incapable of which shall be an originalbeing enforced, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may such provision will not be amended or rendered void but will be deemed to be modified unless to the minimum extent necessary to remain in writing force and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are effect for the convenience of longest period and largest geographic area to the parties only and shall not affect the construction or interpretation of this Agreementfullest extent permitted by law. (bd) The Company acknowledges that in connection with This Agreement and the Offering terms of your employment will be governed by the laws of the Underwritten Shares: State of New York, applicable to agreements made and to be performed entirely within such state. (ie) This Agreement sets forth the Underwriter has acted at arm’s length, is not an agent of, entire agreement and owes no fiduciary duties to understanding between the Company or any and you relating to your employment and supersedes all prior discussions between us. (f) This agreement will be binding upon your heirs, executors, administrators and other person, (ii) legal representatives and will be for the Underwriter owes benefit of and binding upon the Company only those duties and obligations set forth its respective successors and assigns. (g) All payments pursuant to this letter will be subject to applicable deductions and withholding taxes. Please acknowledge and confirm your acceptance of this letter by, signing and returning one copy of this letter in this Agreement and (iii) the Underwriter may have interests that differ from those of the Companyits entirety to Xxxx X. Xxxx. The Company waives Your new hire packet will provide you with further instructions for additional required paperwork. We look forward to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above writtenmutually rewarding working arrangement. By: /s/ Xxxxxxx Xxxxxxx Name: Kxxxx Xxxxx TitleXxxxxxx Xxxxxxx Date: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies 3/4/13 I accept the terms and Gentlemen: The undersigned, conditions of my employment with the Company as set forth herein. I understand that this Agreement does not constitute a stockholder, director or officer contract of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) employment for any specified period of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersignedtime, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amendedthat either party, with respect to any of the foregoing or (ii) enter into any swap without cause and with or any other agreement or any transaction that transferswithout notice, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwisemay terminate my employment relationship. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orBy: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Date: 3/4/13

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Underwritten Shares. [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Xxxx Xxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 2023 Boustead Securities, LLC 6 0 Xxxxxxx, Xxxxx 000 XxxxxxIrvine, XX 00000 CA 92618 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUPMED EIBY Holding Co., IncLimited, a British Virgin Cayman Islands business exempted company with limited by shares liability (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no $0.000002 par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 six (6) months from the date on which the trading of the Ordinary Shares on the Senior Exchange Nasdaq commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (iindirectly(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwiseotherwise or (iii) enter into any swap or other agreement, arrangement, hedge or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of our Ordinary Shares or other capital stock or any securities convertible into or exercisable or exchangeable for our Ordinary Shares or other capital stock; or (iv) conduct any offerings conducted through other broker-dealers or at the Company’s own volition or (v) re-price or change the terms of existing options and warrants. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (2ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

General Provisions. 2.1 Except as otherwise provided herein, all costs and expenses incurred by or on behalf of the parties hereto in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses when due. 2.2 All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (aupon confirmation of receipt) or delivered by an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): To XXXX: Platform Acquisition Holdings Limited Regency Court Glategny Xxxxxxxxx Xx. Xxxxx Xxxx Guernsey GY1 3RH Attn: Company Administrator Facsimile No: with a copy (which shall not constitute notice) to: Xxxxxxxxx Xxxxxxx, P.A. 000 X. Xxx Xxxx Xxxx., Xxxxx 0000 Xxxx Xxxxxxxxxx, XX 00000 Attention: Xxxx Xxxxxx, Esq. Facsimile No.: (000) 000-0000 To Holder: The address set forth beneath Holder’s signature hereto 2.3 This Agreement may be executed in counterparts, and by facsimile or portable document format (pdf) transmission, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. 2.4 This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior agreements and understandings, both written or oral and all contemporaneous oral agreementsoral, understandings and negotiations solely among the parties with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth hereinmatter hereof and thereof. 2.5 If any term or other provision of this Agreement is invalid, it is understood and agreed illegal or incapable of being enforced by the parties hereto that any rule of law, or public policy, all other terms conditions and conditions provisions of the Engagement Letter this Agreement shall nevertheless remain in full force and effecteffect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. 2.6 This Agreement and any other document or instrument delivered pursuant hereto, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, termination, performance or nonperformance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed and construed in accordance with the internal substantive laws of the State of Delaware applicable to a contract entered into and fully performed solely within the State of Delaware without giving effect to the principles of conflict of laws thereof. 2.7 Except as expressly provided herein, neither this Agreement nor any of the rights, interests or obligations shall be assigned by any of the parties hereto without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 2.8 Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or permitted assigns shall be brought and determined exclusively in any state court or Federal court sitting in New Castle County, Delaware and each of the parties hereto hereby (i) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out or relates to this Agreement or any transaction contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action arising out of or relating to this Agreement or any transaction contemplated hereby in any court other than any state court or Federal court sitting in New Castle County, Delaware. It is understood and agreed that any other court or arbiter in any other jurisdiction shall be entitled to enforce any Judgment of any state court or Federal court sitting in New Castle County, Delaware. Any writs, process or summonses to be served on any other party in such action or proceeding may be executed made by delivery of process in two accordance with the notice provisions contained in Section 2.2 or more counterpartsas otherwise permitted by law. Each of the parties hereto irrevocably waives, each one and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) the defense of sovereign immunity, (ii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 2.8, (iii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iv) to the fullest extent permitted by law that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper and (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. 2.9 The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement and the Business Combination Agreement) in accordance with its specified terms or otherwise breach such provisions. It is accordingly agreed that the parties shall be entitled to an originalinjunction or injunctions, with specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the same effect as if terms and provisions hereof in any court of competent jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the signatures thereto parties agrees that it will not oppose the granting of an injunction, specific performance and hereto were upon other equitable relief on the same instrumentbasis that the party seeking the injunction, specific performance and other equitable relief has an adequate remedy at law. 2.10 EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 2.11 This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: except (i) the Underwriter has acted at arm’s lengthby an instrument in writing signed by, is not an agent or on behalf of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing parties hereto or (ii) enter into by a waiver in accordance with Section 2.12. 2.12 Any party to this Agreement may extend the time for the performance of any swap of the obligations or other acts of the other party, waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or waive compliance with any of the agreements of the other party or conditions to such party’s obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other agreement term or condition of this Agreement. The failure of any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence party hereto to assert any of ownership its rights hereunder shall not constitute a waiver of the Lock-Up Securities, whether any of such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwiserights. Notwithstanding the foregoingAll rights and remedies existing under this Agreement are cumulative to, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit exclusive of, any rights or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orremedies otherwise available.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything herein to the contrary set forth hereincontrary, it is understood the Engagement Agreement, dated May 13, 2020 (“Engagement Agreement”), between the Company and agreed the Placement Agent, shall continue to be effective and the terms therein shall continue to survive and be enforceable by the parties hereto that all other Placement Agent in accordance with its terms, provided that, in the event of a conflict between the terms and conditions of the Engagement Letter Agreement and this Agreement, the terms of this Agreement shall remain in full force and effectprevail. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent has acted at arm’s arms length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. Securities [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Xxxxxxx Xxxxxxxxx Title: Interim Chief Executive Officer and Chief Financial Officer The foregoing Underwriting Placement Agency Agreement is hereby confirmed and agreed to accepted as of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Such counterparts may be executed and delivered by electronic means, which shall not impair such execution or delivery. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges and agrees that in connection with the Offering of the Underwritten SharesSecurities: (i) the Underwriter has Underwriters have acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes Underwriters owe the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Underwriters arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered SharesSecurities. [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Xxxx Xxxxxxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. BOUSTEAD SECURITIES, LLC, in its own capacity and as representative of the Underwriters By: Name: Kxxxx Xxxxx Xxxxx Title: Chief Executive Officer Boustead Securities, LLC [*] Total [*] [_____________], 2022 2021 Boustead Securities, LLC 6 0 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer stockholder of WXXX & LXX GROUP, IncFlora Growth Corp., a British Virgin Islands business Canadian company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “UnderwriterRepresentative”) will act as an underwriter to carry the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s ordinary shares, no par value common shares (the “Ordinary SharesSecurities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter Representative that, without the prior written consent of the UnderwriterRepresentative, during a period of up to 12 months 365 days from the date on which the trading of the Ordinary Shares Securities on the Senior Nasdaq Stock Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the UnderwriterRepresentative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, in the event the criteria listed below (the “Criteria”) are achieved, the Lock-Up Period shall not apply to the Lock-up Securities, upon the receipt of the written confirmation from the Representative (it being agreed that any sales or transfers of Securities even following the achievement of the Criteria must be undertaken by the undersigned in full compliance with all applicable laws, rules and regulations). The Criteria include: (1) If after the first 90 days following the date on which the trading of the Securities on the NASDAQ Stock Exchange commences (the “IPO”), the closing bid price of the Securities is $8.00 or greater for any ten consecutive trading days, and the average daily trading volume for the first 90 days is 100,000 shares or greater, then the undersigned may sell up to 33% of his, her or its holdings with a limit of three percent (3%) of the average trading volume on any one day. (2) If after the first 180 days following the IPO, the closing bid price of the Securities is $7.00 or greater for any ten consecutive trading days, and the average daily trading volume for the first 180 days is 100,000 shares or greater, then the undersigned may sell up to an additional 33% of his, her or its holdings with a limit of three percent (3%) of the average trading volume on any one day. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter Representative as follows, provided that (1) the Underwriter Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (2ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten SharesSecurities: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered SharesSecurities. [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Shuibo Zhang Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 2020 Boustead Securities, LLC 6 0 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUPofJiuzi Holdings, IncInc., a British Virgin Cayman Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value $1.00 per share (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 6 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or,

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to , including the contrary set forth herein, it is understood Offering and agreed by the parties hereto that all other terms and conditions any exercises of the Engagement Letter shall remain in full force and effectWarrants. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Notwithstanding anything herein to the contrary, the Investment Banking Agreement, dated November 19, 2013, as amended, by and between the parties hereto shall continue to be effective and the terms therein, including but not limited to Sections 4(b) and 5 with respect to any future offerings, shall continue to survive and be enforceable by the Placement Agent, in accordance with its terms. (b) The Company acknowledges that in connection with the Offering of the Underwritten SharesOffering: (i) the Underwriter Placement Agent has acted at arm’s arms length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. Securities If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer /s/ Name Title The foregoing Underwriting Placement Agency Agreement is hereby confirmed and agreed to accepted as of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [:_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies ________________________ Name: Title: ● Each director and Gentlemen: The undersigned, a stockholder, director or executive officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of optionsincluding, for certainty, Xxxxxx Girschweiler) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or● Xxxxxx Xxxxxxxx

General Provisions. (a) This Agreement constitutes the entire agreement No modification or waiver of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified bind Seller unless in writing and signed and accepted by an executive officer of Seller. This instrument constitutes the entire agreement between the parties concerning the subject matter hereof. No terms and conditions in any purchase order or other document of Buyer issued or purported to be issued with respect to the sale of Products shall supplement or vary the terms hereof and all of the parties hereto, and no condition herein (express or implied) may such provisions are hereby objected to be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this AgreementSeller. (b) The Company acknowledges that in connection with Upon notice to the Offering other party, any or all of the Underwritten Shares: (i) the Underwriter has acted at arm’s lengthSeller's or Buyer's rights, is not an agent oftitle, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in interest under this Agreement and (iiiincluding without limitation any payments by Buyer hereunder) may be assigned to any bank, trust company, insurance company, financial institution, or other entity or groups thereof under the Underwriter may have interests that differ from those terms of financing arrangements (but any such assignment shall not relieve the Company. The Company waives to the full extent permitted by applicable law assigning party of any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”obligations hereunder). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, This Agreement shall not otherwise be assignable or transferable by either Buyer or Seller without the prior written consent of the Underwriterother. which consent will not be unreasonably withheld, during a period any attempted assignment or transfer without such consent shall be void. All covenants and provisions of up to 12 months from this Agreement by and for the date on which the trading benefit of the Ordinary Shares on parties hereto shall bind and inure to the Senior Exchange commences benefit of their respective successors and assigns as permitted by the provisions of this paragraph. (the “Lock-Up Period”)c) Any notice or request given under this Agreement shall. if given to Seller. be addressed to: Air Products and Chemicals. Inc. 7201 Xxxxxxxx Xxxxxxxxx Allentown, the undersigned will notPA 18195 Attention: Corporate Secretary and if given to Buyer, without the prior written consent be addressed to: Steel Dynamics, Inc. 4500 Xxxxx - Xxxxxx Xx 00 Xxxxxx, XX 00000 Attention: Chief Financial Officer (d) This Agreement shall be governed and construed in accordance with laws of the UnderwriterState of Indiana. STEEL DYNAMICS INCORPORATED AIR PRODUCTS AND CHEMICALS, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orINC.

General Provisions. All notices, certificates and other communications from or at the request of the Company to the Holder of any Warrant or Warrant Share as such shall be mailed by first class, registered or certified mail, postage prepaid to the Holder, with a copy to each of Xxx Xxxxxx & Company, 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, Attn.: President, or to such other address for itself as VKCO shall have furnished to the Company in writing. This Warrant Agreement and any of the terms hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. In addition and notwithstanding the foregoing, the provisions of Section 3(c) and (ad) and Section 6 hereof cannot be changed, waived, discharged or terminated in a manner adverse to the Holders without the written consent of one or more Holder or Holders who collectively own, of record, that number of Warrants and/or Warrant Shares which in the aggregate shall constitute two-thirds of all Warrant Shares issued or issuable under this Agreement (excluding Warrant Shares which have been previously sold, transferred or otherwise disposed of in a registered public offering, pursuant to Rule 144 under the Act, as such Rule may be amended from time to time, or pursuant to Regulation S, as such regulation may be amended from time to time). The headings in this Warrant Agreement are for purposes of reference only and shall not limit or otherwise affect any of the terms hereof. This Agreement Warrant Agreement, together with the forms of instruments annexed hereto, supersedes all prior negotiations and all prior written and prior and contemporaneous oral agreements, representations, warranties and inducements and constitutes the entire full and complete agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely hereto with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to , including that certain engagement letter dated October 16, 2017 (the contrary set forth herein“Engagement Letter”), it is understood with the exception of Section 4(b) (“Fee Tail”) and agreed by the parties hereto that all other terms and conditions Section 11 (“Future Services”) of the Engagement Letter Letter, which are incorporated by reference into this Agreement and shall remain form part of this Agreement and survive any Termination of this Agreement for the durations specified in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrumentsuch Sections. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. . The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (band only such minor changes) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, as are necessary to make it valid and owes no fiduciary duties enforceable. Please sign and return to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in enclosed duplicates of this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below letter whereupon this instrument, along with all counterparts hereof, shall letter will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, By: AMERI Holdings, Inc. By Name: Pxx Xxxx, Xx Gxxx Xxxxxxx Title: President and Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to Confirmed as of the date first above writtenmentioned. By: Northland Securities, Inc. As representative of the several Underwriters Named on Schedule IV hereto Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and GentlemenNone] Firm Shares: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by [ Ÿ ] shares (Firm Warrants: [ Ÿ ] warrants Option Shares: [ Ÿ ] shares Option Warrants: [ Ÿ ] warrants Warrant Exercise Price: $[ Ÿ ] Price to the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter public: $[ Ÿ ] per share Price to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter: $[ Ÿ ] per share Jxxxxxx X. Xxxxxxxx Sxxxxxxx Xxxxxxx Gxxx Xxxxxxx Vxxxx Xxxxx Dxxxxxxxx X. Xxxxxxx Dx. Xxxxxx X. Langer Rxxxxx X. Xxxxxx Dxxxxx X. Rxx Xxxxxxxxxxx Bxxxxxxxxxxx Lone Star Value Management, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orLLC

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything herein to the contrary set forth hereincontrary, it is understood the (i) Engagement Agreement, dated November 22, 2020, between the Company and agreed the Representative and (ii) Engagement Agreement, dated November 30, 2020, between the Company and Spartan Capital Securities, LLC (together, the “Engagement Agreements”), each shall continue to be effective and the terms therein shall continue to survive and be enforceable by the parties hereto that all other respective Placement Agent in accordance with its terms, provided that, in the event of a conflict between the terms of an Engagement Agreement and conditions this Agreement, the terms of the Engagement Letter this Agreement shall remain in full force and effectprevail. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter has Placement Agents have acted at arm’s arms length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter owes Placement Agents owe the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agents may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agents arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered SharesSecurities. [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: /s/ Xxxxx Xxxxx Name: Pxx Xxxx, Xx Xxxxx Xxxxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to accepted as of the date first above written. By: /s/ Xxxxx Xxxxx Name: Kxxxx Xxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead SVP Loop Capital Markets LLC Spartan Capital Securities, LLC 6 Xxxxxxx, LLC 1. Xxxxx 000 Xxxxx 2. Xxxxxxx XxXxxxx 3. Xxxxx Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”) 4. In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwiseXxxxxx Xxxxxx 5. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:Xxxxxxxx Xxxxxx (1) as a bona fide gift or gifts; or6. Xxxxx Xxxxx (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or7. Eiji Yatagawa 8. Xxxxxx Xxxxxxxxx 9. KKR Phorm Investors L.P.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx XxxxPui Lung, Xx Ho Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX WANG & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and may be delivered by facsimile transmission or by electronic delivery of a portable document format (PDF) file. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The Article and Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please kindly sign below and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. terms Very truly yours, By: /s/ X. Xxxxx Xxxxxxx Name: Pxx Xxxx, Xx X. Xxxxx Xxxxxxx Title: President and Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to accepted by the Agent in New York, New York as of the date first above written. By: /s/ Xxxxxx Xxxxx Name: Kxxxx Xxxxxx Xxxxx Title: Chief Executive Officer Managing Director [Date] Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx New York, New York 10022 Attn: [__________] Reference is made to the Open Market Sale Agreement between Fate Therapeutics, Inc. (the “Company”) and Xxxxxxxxx LLC (the “Agent”) dated as of November 4, 2021. The Company confirms that all conditions to the delivery of this Issuance Notice are satisfied as of the date hereof. Date of Delivery of Issuance Notice (determined pursuant to Section 3(b)(i)): _____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen__________ Issuance Amount (equal to the total Sales Price for such Shares): Number of days in selling period: The undersigned, a stockholder, director or officer First date of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares selling period: Last date of selling period: Settlement Date(s) if other than standard T+2 settlement: Floor Price (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, in no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, event less than $1.00 without the prior written consent of the UnderwriterAgent, during a period of up to 12 months from which consent may be withheld in the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”)Agent’s sole discretion): $ ____ per share Comments: Fate Therapeutics, the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersInc. By: Name: Title: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten SharesOffered Securities: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 2023 Boustead Securities, LLC 6 0 Xxxxxxx, Xxxxx 000 XxxxxxIrvine, XX 00000 CA 92618 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, IncU-Bx Technology Ltd, a British Virgin Cayman Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no $0.0001 par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange Nasdaq commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (iindirectly(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwiseotherwise or (iii) enter into any swap or other agreement, arrangement, hedge or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of our Ordinary Shares or other capital stock or any securities convertible into or exercisable or exchangeable for our Ordinary Shares or other capital stock; or (iv) conduct any offerings conducted through other broker-dealers or at the Company’s own volition or (v) re-price or change the terms of existing options and warrants. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (2ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten SharesSecurities: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered SharesSecurities. [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Xxxxxx Xxxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholderXxxxxx Xxxx, director or officer Chief Executive Officer, and Xxxx Xxxxx “Xxxxx” Xxxxx, Chief Financial Officer, of WXXX & LXX GROUPMuliang Viagoo Technology, IncInc., a British Virgin Islands business company limited by shares Nevada Company (the “Company”), understands that pursuant to Section 5(f) of the Underwriting Agreement, dated as of [●], by and between the Company and Boustead Securities, LLC as the underwriter named on the Underwriting Agreement, do hereby certify, each in his or her capacity as an officer of the Company, and not individually and without personal liability, on behalf of the Company, as follows: 1. Such officer has carefully examined the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus and, in his or her opinion, the Registration Statement and each amendment thereto, as of 9:00 a.m. EDT, [●] (the “UnderwriterApplicable Time”) will act and as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary sharesClosing Date did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, no par value (the “Ordinary Shares”). In recognition any Permitted Free Writing Prospectus as of its date and as of the benefit that the Offering will confer upon the undersigned, and for other good and valuable considerationClosing Date, the receipt Prospectus and sufficiency each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading. 2. Subsequent to the respective dates as of which are hereby acknowledgedinformation is given in the Registration Statement, or the Prospectus, there has not been any Material Adverse Changes or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. 3. To the best of his or her knowledge after reasonable investigation, as of the Closing Date, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities representations and warranties of the Company in the Underwriting Agreement are true and correct in all material respects (including except for those representations and warranties qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties which refer to facts existing at a specific date, which shall be true and correct as of such date) and the issuance Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Underwriting Agreement at or prior to the Closing Date. 4. To the best of Ordinary Shares upon his or her knowledge after reasonable investigation, as of the exercise of options) (collectivelyClosing Date, the “Lock-Up Securities”)Company has not sustained any material loss or interference with its businesses, whether now owned or hereafter acquired not covered by the undersigned or with respect to which the undersigned has or hereafter acquires the power of dispositioninsurance, or file, or cause to be filed, from any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap labor dispute or any other agreement legal or any transaction governmental proceeding. 5. There are no pro forma or as adjusted financial statements that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported included in the Registration Statement and the Prospectus pursuant to the Regulations which are not so included. 6. No stop order or other order suspending the effectiveness of the Registration Statement or any public report part thereof or filing with any amendment thereof or the qualification of the Securities for offering or sale, nor suspending or preventing the use of any Permitted Free Writing Prospectus and Exchange Commissionthe Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to the best of his knowledge, is contemplated by the Commission or otherwise any state or regulatory body. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Underwriting Agreement. This certificate may be executed in one or more counterparts, all of which together shall be deemed to be one and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orsame instrument.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten SharesSecurities: (i) the Underwriter has Selling Agent have acted at arm’s length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter owes Selling Agent owe the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Selling Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against any of the Underwriter Selling Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered SharesSecurities. [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, IMPERIAL GARDEN & RESORT, INC. By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Selling Agency Agreement is hereby confirmed and agreed to of the date first above written. NETWORK 1 FINANCIAL SECURITIES, INC. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer The Company hereby agrees to indemnify and hold Selling Agent, its respective officers, directors, principals, employees, affiliates, and shareholders, and its respective successors and assigns, harmless from and against any and all loss, claim, damage, liability, deficiencies, actions, suits, proceedings and costs (including, but not limited to, reasonable legal fees and other expenses and reasonable disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever, or in appearing or preparing for appearance as witness in any proceeding, including any pretrial proceeding such as a deposition) (collectively, “Losses”) arising out of, based upon, or in any way related or attributed to, any material breach of a representation, warranty or covenant by the Company contained in this Agreement in connection with the Offering. The Company will not, however, be responsible for any Losses that have resulted from the Selling Agent Information or the gross negligence or willful misconduct of any individual or entity seeking indemnification or contribution hereunder. If Selling Agent receives written notice of the commencement of any legal action, suit or proceeding with respect to which the Company is or may be obligated to provide indemnification pursuant to this Schedule A, Selling Agent shall, within thirty (30) days of the receipt of such written notice, give the Company written notice thereof (a “Claim Notice”). Failure to give such Claim Notice within such thirty (30) day period shall not constitute a waiver by Selling Agent of its respective right to indemnity hereunder with respect to such action, suit or proceeding. Upon receipt by the Company of a Claim Notice from Selling Agent and/or with respect to any claim for indemnification which is based upon a claim made by a third party (“Third Party Claim”), the Company may assume the defense of the Third Party Claim with counsel of its own choosing, as described below. Selling Agent shall cooperate in the defense of the Third Party Claim and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trial and appeals as may be reasonably required in connection therewith. Selling Agent shall have the right to employ its own counsel in any such action, which shall be at the Company’s expense if (i) the Company and Selling Agent shall have mutually agreed in writing to the retention of such counsel, (ii) the Company shall have failed in a timely manner to assume the defense and employ counsel or experts reasonably satisfactory to Selling Agent in such litigation or proceeding or (iii) the named parties to any such litigation or proceeding (including any impleaded parties) include the Company and Selling Agent and representation of the Company and Selling Agent by the same counsel or experts would, in the reasonable opinion of Selling Agent be inappropriate due to actual or potential differing interests between the Company and Selling Agent. The Company shall not satisfy or settle any Third Party Claim for which indemnification has been sought and is available hereunder, without the prior written consent of Selling Agent which consent shall not be delayed and which shall not be required if Selling Agent is granted a general release in connection therewith. The indemnification provisions hereunder shall survive the termination or expiration of this Agreement. The Company further agrees, upon demand by Selling Agent to promptly reimburse Selling Agent for, or pay, any reasonable fees, expenses or disbursements as to which Selling Agent has been indemnified herein with such reimbursement to be made currently as such fees, expenses or disbursements are incurred by Selling Agent. Notwithstanding the provisions of the aforementioned indemnification, any such reimbursement or payment by the Company of fees, expenses, or disbursements incurred by Selling Agent shall be repaid by Selling Agent in the event of any proceeding in which a final judgment (after all appeals or the expiration of time to appeal) is entered in a court of competent jurisdiction against Selling Agent based solely upon its respective gross negligence or intentional misconduct in the performance of its respective duties hereunder, and provided further, that the Company shall not be required to make reimbursement or payment for any settlement effected without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed). If for any reason the foregoing indemnification is unavailable or is insufficient to hold any of the Selling Agent harmless, the Company agrees to contribute the amount paid or payable by any Selling Agent in such proportion as to reflect not only the relative benefits received by the Company, on the one hand, and the applicable Selling Agent, on the other hand, but also the relative fault of the Company and any of the Selling Agent as well as any relevant equitable considerations. In no event shall any Selling Agent contribute in excess of the fees actually received by it pursuant to the terms of this Agreement. For purposes of this Agreement, each officer, director, shareholder, and employee or affiliate of any Selling Agent and each person, if any, who controls a Selling Agent (or any affiliate) within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights as a Selling Agent with respect to matters of indemnification by the Company hereunder. [_____________•], 2022 Boustead 2017 Network 1 Financial Securities, LLC 6 Xxxxxxx, Inc. As Selling Agent to the Selling Agency Agreement 2 Xxxxxx Xxxxxx Xxxxx 000 XxxxxxXxx Xxxx, XX 00000 Ladies and Gentlemen: The undersignedundersigned understands that Network 1 Financial Securities, a stockholder, director or officer of WXXX & LXX GROUP, IncInc. (the “Representative”) proposes to enter into an Selling Agency Agreement (the “Selling Agency Agreement ”) with [ ]., a British Virgin Islands business company limited by shares corporation (the “Company”), understands that Boustead Securities, LLC (providing for the “Underwriter”) will act as an underwriter to carry out an public offering (the “Public Offering”) of the Company’s ordinary sharesshares of common stock, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned$[ ] per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior agreements and understandings (whether written or oral oral) between the Company and all contemporaneous oral agreementsthe Underwriters, understandings and negotiations solely with respect to the subject matters hereofOffering contemplated by this Agreement. Notwithstanding anything For elimination of doubt, nothing in this Agreement or contemplated hereby, including without limitation the immediately previous sentence, shall supersede, curtail, limit, terminate, eliminate or invalidate any provision of the engagement letter, dated as of January 31, 2019, by and between the Representative and the Company, [as amended by that certain First Amendment to Engagement Letter effective as of [●]] ([as so amended,] the “Engagement Letter”) not related to the contrary set forth herein, it is understood and agreed transactions contemplated by the parties hereto that all other terms Registration Statement, any Preliminary Prospectus and conditions the Prospectus, each of the Engagement Letter which provisions shall remain in full force and effect. . (b) This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. . (c) This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (bd) The Company acknowledges that in connection with the Offering offering of the Underwritten Offered Shares: (i) each of the Underwriter Underwriters has acted at arm’s length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) each of the Underwriter Underwriters owes the Company only those duties and obligations set forth in this Agreement and (iii) each of the Underwriter Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against any of the Underwriter Underwriters arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. (e) This Agreement is expressed in the English language. If this Agreement is translated by either party to another language for any purpose, the English language version shall govern over any translation in the event of any inconsistency, discrepancy or conflict in interpretation. All communications, notices, and other actions relating to this Agreement shall be in the English language. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxxx Xxxxx Title: Chief Executive Officer [_____________]Accepted by the Representative, 2022 acting for itself and as Representative of the Underwriters named on Annex A hereto, as of the date first written above. By: Name: Xxxxx Xxxxx Title: Chief Executive Officer Boustead Securities, LLC 6 0 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Re: AMERICAN BRIVISION (HOLDING) CORPORATION – Lock-Up Agreement Ladies and Gentlemen: The undersignedThis Agreement (the “Lock-Up Agreement”) is being delivered to you in connection with the Underwriting Agreement (the “Underwriting Agreement”) between AMERICAN BRIVISION (HOLDING) CORPORATION, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares Nevada corporation (the “Company”), understands that and Boustead Securities, LLC LLC, acting as a representative (the “UnderwriterRepresentative”) will act as an underwriter to carry out an of the several underwriters (“Underwriters”) in the proposed public offering (the “Public Offering”) of the Company’s ordinary sharesa minimum of 1,388,889 shares of Series A Convertible Preferred Stock and a maximum of 2,777,778 Series A Convertible Preferred Stock, no par value $0.001 per share, of the Company (the “Ordinary SharesSeries A Convertible Preferred Stock”). In recognition of To induce the benefit that Underwriters to continue their efforts in connection with the Offering will confer upon the undersignedPublic Offering, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with for the Underwriter benefit of the Company and the Underwriters that, without the Representative’s prior written consent consent, the undersigned will not, during the period commencing on the date hereof and ending 180 days following Effective Date of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences Registration Statement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i1) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, any shares of Series A Convertible Preferred Stock or any securities directly or indirectly convertible into or exercisable or exchangeable for shares of Series A Convertible Preferred Stock owned either of record or beneficially (as defined in the Company Securities Exchange Act of 1934, as amended (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up SecuritiesExchange Act”)), whether now owned or hereafter acquired by the undersigned or with respect to which on the undersigned has date hereof or hereafter acquires the power of dispositionacquired, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii2) enter into any swap or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Lock-Up Securitiesshares of Series A Convertible Preferred Stock, whether any such swap or transaction described in clause (i1) or (ii2) above is to be settled by delivery of the Lock-Up Securities shares Series A Convertible Preferred Stock or such other securities, in cash or otherwise. Notwithstanding , or publicly announce an intention to do any of the foregoing. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed shares of Series A Convertible Preferred Stock the undersigned may purchase in the Public Offering. The foregoing shall not apply to: i. the sale of shares of Series A Convertible Preferred Stock pursuant to the Public Offering; ii. transactions relating to shares of Series A Convertible Preferred Stock acquired in open market transactions after the completion of the Public Offering; provided that, no filing by any party under the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such transfer; (a) exercises of stock options or equity awards granted pursuant to an equity incentive or other plan or warrants to purchase shares of Series A Convertible Preferred Stock or other securities (including by cashless exercise to the extent permitted by the instruments representing such stock options or warrants so long as such cashless exercise is effected solely by the surrender of outstanding stock options or warrants to the Company and the Company’s cancellation of all or a portion thereof to pay the exercise price), provided that in any such case the securities issued upon exercise shall remain subject to the conditions provisions of this Agreement (as defined below, ); (b) transfers of shares of Series A Convertible Preferred Stock or other securities to the Company in connection with the vesting or exercise of any equity awards granted pursuant to an equity incentive or other plan and held by the undersigned to the extent, but only to the extent, as may transfer be necessary to satisfy tax withholding obligations pursuant to the Lock-Up Securities without Company’s equity incentive or other plans; iv. transfers of shares Series A Convertible Preferred Stock or any security directly or indirectly convertible into or exercisable or exchangeable for Shares as a bona fide gift or in connection with estate planning, including, but not limited to, dispositions to any trust for the prior written consent direct or indirect benefit of the Underwriter undersigned or the “immediate family member(s)” (as follows, provided that (1defined in Item 404(a) of Regulation S-K under the Underwriter receives a signed lock-up agreement Exchange Act) of the undersigned and dispositions from any grantor retained annuity trust established for the balance direct benefit of the Lock-Up Period from each doneeundersigned or a member of the immediate family of the undersigned, trustee or transfereeby will or intestacy; v. any transfer pursuant to a qualified domestic relations order or in connection with a divorce; (a) any distributions or transfers without consideration of shares of Series A Convertible Preferred Stock or any security directly or indirectly convertible into or exercisable or exchangeable for Shares to any member participating in the offering and the officers or partners thereof or other acceptable persons pursuant to FINRA Rule 5110(g)(2)(A) ; (b) any transfer made in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, (2) or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement; vii. the establishment of a trading plan pursuant to Rule 10b 5-1 under the Exchange Act for the transfer shall not involve a disposition for valueof shares of Series A Convertible Preferred Stock, (3) provided that such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned plan does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or giftsprovide for the transfer of Shares during the Lock-Up Period; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned viii. by will or the immediate family laws of the undersigned (descent and distribute or to one or more trusts for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orbona fide estate planning purposes;

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth hereinOffering, it is understood and agreed by the parties hereto that all other terms and conditions except for those specific provisions of the Engagement Letter Agreements between the Company and the Representative that are not related to the Offering, each of which provisions shall remain in full force and effecteffect for the term of the Engagement Agreements. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company . Each of the parties hereto acknowledges that in connection with it is a sophisticated businessperson who was adequately represented by counsel during negotiations regarding the Offering provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the Underwritten Shares: (i) parties hereto further acknowledges that the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to provisions of Section 9 hereto fairly allocate the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth risks in this Agreement and (iii) the Underwriter may have interests that differ from those light of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering ability of the Offered Sharesparties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, please kindly sign below and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Hxx Xxxx Xxx Title: Chief Executive Officer and Director Name: Man Sxx Xxxx The foregoing Underwriting Agreement is hereby confirmed and agreed to accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule A hereto By: Name: Kxxxx Xxxxx Txx Xx Title: Chief Executive Officer Eddid Securities USA Inc. [_____________●] [●] [●] [●] [●] Number of Firm Shares: Number of Selling Shareholder Shares: Public Offering Price per Firm Share: $ Public Offering Price per Selling Shareholder Share: $ Underwriting Discount per Firm Share: $ Underwriting Discount per Selling Shareholder Share: $ Proceeds to Company per Firm Share (before expenses): $ Proceeds to Selling Shareholder per Selling Shareholder Share: $ Name of Subsidiary Jurisdiction of Incorporation or Organization Celestial Power Group Limited British Virgin Islands Primega Construction Engineering Co. Limited Hong Kong Man Sxx Xxxx Room 2000, 00/X, Xxx Tech Plaza, 30 Xxx Xxx Street, San Po Kong, Hong Kong 250,000 [●], 2022 Boustead Securities, LLC 6 Xxxxxxx20241 Eddid Securities USA Inc. 10 Xxxxxxxx, Xxxxx 000 XxxxxxNew York, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date NY 10004 Named on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject Schedule A to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersUnderwriting Agreement Dear Sirs: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything herein to the contrary set forth hereincontrary, it is understood the Engagement Agreement, dated April 6, 2023 (the “Engagement Agreement”), by and agreed between the Company and Xxxx Capital Partners, LLC shall continue to be effective and the terms therein shall continue to survive and be enforceable by the parties hereto that all other Placement Agent in accordance with its terms, provided that, in the event of a conflict between the terms and conditions of the Engagement Letter Agreement and this Agreement, the terms of this Agreement shall remain in full force and effectprevail. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent has acted at arm’s arms length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered SharesSecurities. [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, SPRINGBIG HOLDINGS, INC., a Delaware corporation By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Placement Agency Agreement is hereby confirmed and agreed to accepted as of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities2023 Re: Securities Purchase Agreement, LLC 6 Xxxxxxxdated as of ___________, Xxxxx 000 Xxxxxx2023 (the “Purchase Agreement”), XX 00000 Ladies and Gentlemen: The undersignedbetween SpringBig Holdings, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares Inc. (the “Company”)) and the purchasers signatory thereto (each, understands that Boustead Securitiesa “Purchaser” and, LLC collectively, the “Purchasers”) Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreement (the “UnderwriterLetter Agreement”) will act as an underwriter shall have the meanings set forth in the Purchase Agreement. Pursuant to carry out an offering (Section 2.2(a) of the “Offering”) Purchase Agreement and in satisfaction of a condition of the Company’s ordinary shares, no par value (obligations under the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedPurchase Agreement, the undersigned irrevocably agrees with the Underwriter Company that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which hereof until ninety (90) days after the trading of the Ordinary Shares on the Senior Exchange commences Closing Date (such period, the “Lock-Up Restriction Period”), ) the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) not offer, pledge, sell, contract to sell, sell any option or contract to purchasehypothecate, purchase any option or contract to sell, grant any option, right or warrant to purchase pledge or otherwise transfer or dispose of (or enter into any securities transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, any shares of Common Stock of the Company (including or securities convertible, exchangeable or exercisable into, shares of Common Stock of the issuance of Ordinary Shares upon the exercise of options) (collectivelyCompany beneficially owned, the “Lock-Up Securities”), whether now owned held or hereafter acquired by the undersigned or (the “Securities”). Beneficial ownership shall be calculated in accordance with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any Section 13(d) of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwiseExchange Act. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter Company receives a signed lock-up letter agreement (in the form of this Letter Agreement) for the balance of the Lock-Up Restriction Period from each donee, trustee trustee, distributee, or transferee, as the case may be, prior to such transfer, (2) any such transfer shall not involve a disposition for value, (3) such transfers are transfer is not required to be reported in any public report or filing with the Securities and Exchange CommissionCommission in accordance with the Exchange Act and no report of such transfer shall be made voluntarily (other than a Form 5, or otherwise which shall not be filed during the Restriction Period), and (4) neither the undersigned does not nor any donee, trustee, distributee or transferee, as the case may be, otherwise voluntarily effect effects any public filing or report regarding such transfers, with respect to transfer: (1i) as a bona fide gift or gifts; or; (2ii) to any immediate family member or to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreementLetter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); iii) to any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the undersigned and/or the immediate family of the undersigned; iv) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (a) to another corporation, partnership, limited liability company, trust or other business entity that is an Affiliate of the undersigned or (b) in the form of a distribution to limited partners, limited liability company members or stockholders of the undersigned; v) if the undersigned is a trust, to the beneficiary of such trust; vi) by xxxx, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned; vii) by operation of law, such as pursuant to a qualified domestic order of a court (including a divorce settlement, divorce decree or separation agreement) or regulatory agency; or viii) of securities purchased in open market transactions after the Closing Date.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything herein to the contrary set forth hereincontrary, it is understood the Engagement Agreement, dated February 3, 2016, between the Company and agreed the Placement Agent, as amended (the “Engagement Agreement”), shall continue to be effective and the terms therein shall continue to survive and be enforceable by the parties hereto that all other in accordance with its terms, provided that, in the event of a conflict between the terms and conditions of the Engagement Letter Agreement and this Agreement, the terms of this Agreement shall remain in full force and effectprevail. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party hereto whom the condition is meant to benefit. Section headings herein are for the convenience of the parties hereto only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten SharesOffering: (i) the Underwriter Placement Agent has acted at arm’s arms’ length, and is not an agent agents of, and owes no fiduciary duties to to, the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering Offering. [The remainder of the Offered Shares. this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, DIGITAL SOCIAL RETAIL, INC., a Delaware corporation By: Name: Pxx Xxxx, Xx Xxxxxxx Xxxxxxxxx Title: Chief Executive Officer The foregoing Underwriting Placement Agency Agreement is hereby confirmed and agreed to accepted as of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [ ] NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. Warrant No. [ ] Original Issue Date: [__], 2017 Digital Social Retail, Inc., a Delaware corporation (the “Company”), hereby certifies that, as partial compensation for services provided as placement agent to the Company, Oberon Securities, LLC or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [_________] units of the Company (each, a “Unit”), each Unit consisting of one share of the common stock, par value $0.001 per share, of the Company (the “Common Stock”), and one warrant to purchase one share of Common Stock (each, a “Warrant”), each such Warrant to expire three (3) years from the date of the initial closing of the offering of Units by the Company pursuant to the offering statement on Form 1-A (File No. 024-10711) (the “Offering Statement”). This warrant to purchase Units (the “Unit Warrant”) shall be exercisable at any time and from time to time from and after 365 days following the effective date of the Offering Statement (the “Effective Date”), and through and including [____], 2022 Boustead Securities2021, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer the fourth anniversary of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares such Effective Date (the “CompanyExpiration Date”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”in accordance with FINRA Rule 5110(f)(2)(G)(i). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities following terms and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersconditions: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything herein to the contrary set forth hereincontrary, it is understood the Engagement Agreement, dated April 28, 2023 (“Engagement Agreement”), between the Company and agreed Placement Agent, shall continue to be effective and the terms therein shall continue to survive and be enforceable by the parties hereto that all other Placement Agent in accordance with its terms, provided that, in the event of a conflict between the terms and conditions of the Engagement Letter Agreement and this Agreement, the terms of this Agreement shall remain in full force and effectprevail. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent has acted at arm’s arms length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. Securities If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, Biophytis S.A. By: /s/ Sxxxxxxxx Xxxxxxx Name: Pxx Xxxx, Xx Sxxxxxxxx Xxxxxxx Title: Chief Executive Officer The foregoing Underwriting Placement Agency Agreement is hereby confirmed and agreed to accepted as of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

General Provisions. (a) This Agreement constitutes will be governed by and construed under the laws of the State of California and the United States without regard to the conflicts of laws provisions thereof. (b) This Agreement sets forth the entire agreement of and understanding between the parties Company and Consultant relating to this Agreement the subject matter herein and supersedes all prior written discussions between the parties. No modification of or oral and all contemporaneous oral agreementsamendment to this Agreement, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth hereinnor any waiver of any rights under this Agreement, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may will be effective unless executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of both parties. (c) All notices required or given herewith shall be addressed to the parties heretoCompany or Consultant at the designated addresses shown below by registered mail, and no condition herein special delivery, or by certified courier service: If to Consultant: Xxxxx Xxxxx Email: or other email designated by the Consultant If to Company: Amyris, Inc. 0000 Xxxxxx Xx, Suite 100 Emeryville, CA 94608 Attn: Legal Department Email: (express or impliedd) may be waived unless waived The headings used in writing by each party whom the condition is meant to benefit. Section headings herein this Agreement are for the convenience of the parties and for reference purposes only and shall not form a part or affect the construction or interpretation of this Agreement. (be) The Company acknowledges that in connection with the Offering If one or more of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect. (iiif) the Underwriter Neither this Agreement nor any right hereunder or interest herein may have interests that differ from those of the Company. The Company waives to the full extent permitted be assigned or transferred by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, Consultant without the express prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities an officer of the Company provided, however, that either party may assign this Agreement upon notice to the other party in connection with a reincorporation, including but not limited to a reincorporation by merger. This Agreement will be binding upon Consultant’s heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns. (including g) If any action at law or in equity is necessary to enforce or interpret the issuance terms of Ordinary Shares upon the exercise of options) (collectivelythis Agreement, the “Lock-Up Securities”)prevailing party shall be entitled to reasonable attorneys’ fees, whether now owned or hereafter acquired by the undersigned or with respect costs, and necessary disbursements, in addition to any other relief to which the undersigned has or hereafter acquires party may be entitled. (h) Company is committed to the power provisions outlined in the Equal Opportunity Clauses of dispositionExecutive Order 11246, or file(41 CFR 60-1.4), or cause to be filed, any registration statement under section 503 of the Securities Rehabilitation Act of 19331973, as amended(41 CFR 60741.5(a)), with respect to any section 402 of the foregoing or Vietnam Era Veterans Readjustment Act of 1974, (ii41 CFR 60250.5(a)), and, the Jobs for Veterans Act of 2003, (41 CFR 60-300.5(a)) enter into any swap or as well as any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is regulations pertaining to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orthese orders.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of that certain engagement letter between the Engagement Letter Company and the Underwriter, dated October 24, 2017 and amended May 10, 2018, shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten SharesOffered Securities: (i) the Underwriter has acted at arm’s length, is not an agent agents of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against any of the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered SharesSecurities. [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: /s/ Xxxxxxx Xxx Name: Pxx Xxxx, Xx Xxxxxxx Xxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: /s/ Xxxxx Xxxxx Name: Kxxxx Xxxxx Xxxxx Title: Chief Executive Officer [_____________]The Company hereby agrees to indemnify and hold the Underwriter, 2022 Boustead Securitiestheir respective officers, LLC 6 Xxxxxxxdirectors, Xxxxx 000 Xxxxxxprincipals, XX 00000 Ladies employees, affiliates, and Gentlemen: shareholders, and their respective successors and assigns, harmless from and against any and all loss, claim, damage, liability, deficiencies, actions, suits, proceedings and costs (including, but not limited to, reasonable legal fees and other expenses and reasonable disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever, or in appearing or preparing for appearance as witness in any proceeding, including any pretrial proceeding such as a deposition) (collectively, “Losses”) arising out of, based upon, or in any way related or attributed to, any breach of a representation, warranty or covenant by the Company contained in this Agreement. The undersignedCompany will not, however, be responsible for any Losses that have resulted from the Underwriter Information or the gross negligence or willful misconduct of any individual or entity seeking indemnification or contribution hereunder. If the Underwriter receives written notice of the commencement of any legal action, suit or proceeding with respect to which the Company is or may be obligated to provide indemnification pursuant to this Schedule A, the Underwriter, as applicable, shall, within thirty (30) days of the receipt of such written notice, give the Company written notice thereof (a stockholder“Claim Notice”). Failure to give such Claim Notice within such thirty (30) day period shall not constitute a waiver by Boustead, director as applicable, of its respective right to indemnity hereunder with respect to such action, suit or officer proceeding. Upon receipt by the Company of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited Claim Notice from the Underwriter with respect to any claim for indemnification which is based upon a claim made by shares a third party (the “CompanyThird Party Claim”), understands that Boustead Securitiesthe Company may assume the defense of the Third Party Claim with counsel of its own choosing, LLC (as described below. the “Underwriter”) will act , as an underwriter applicable, shall cooperate in the defense of the Third Party Claim and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trial and appeals as may be reasonably required in connection therewith. The Underwriter, as applicable, shall have the right to carry out an offering (the “Offering”) of employ its own counsel in any such action, which shall be at the Company’s ordinary sharesexpense if (i) the Company and the Underwriter, no par value as applicable, shall have mutually agreed in writing to the retention of such counsel, (ii) the “Ordinary Shares”). In recognition Company shall have failed in a timely manner to assume the defense and employ counsel or experts reasonably satisfactory to the Underwriter , as applicable, in such litigation or proceeding or (iii) the named parties to any such litigation or proceeding (including any impleaded parties) include the Company and the Underwriter , as applicable, and representation of the benefit that the Offering will confer upon the undersigned, Company and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, as applicable, by the same counsel or experts would, in the reasonable opinion of the Underwriter , as applicable, be inappropriate due to actual or potential differing interests between the Company and the Underwriter, as applicable. The Company shall not satisfy or settle any Third Party Claim for which indemnification has been sought and is available hereunder, without the prior written consent of the Underwriter, during which consent shall not be delayed and which shall not be required if the Underwriter, is granted a period general release in connection therewith. The indemnification provisions hereunder shall survive the termination or expiration of up this Agreement. The Company further agrees, upon demand by the Underwriter, to 12 months from promptly reimburse the date on Underwriter for, or pay, any reasonable fees, expenses or disbursements as to which the trading Underwriter has been indemnified herein with such reimbursement to be made currently as such fees, expenses or disbursements are incurred by the Underwriter, as applicable. Notwithstanding the provisions of the Ordinary Shares on aforementioned indemnification, any such reimbursement or payment by the Senior Exchange commences Company of fees, expenses, or disbursements incurred by the Underwriter shall be repaid by the Underwriter , as applicable, in the event of any proceeding in which a final judgment (after all appeals or the “Lock-Up Period”)expiration of time to appeal) is entered in a court of competent jurisdiction against the Underwriter based solely upon their respective gross negligence or intentional misconduct in the performance of their respective duties hereunder, and provided further, that the undersigned will not, Company shall not be required to make reimbursement or payment for any settlement effected without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed). If for any reason the foregoing indemnification is unavailable or is insufficient to hold any of the Underwriter harmless, the Company agrees to contribute the amount paid or payable by any Underwriter in such proportion as to reflect not only the relative benefits received by the Company, on the one hand, and the applicable Underwriter, directly or indirectly (i) offeron the other hand, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities but also the relative fault of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, and any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the well as any relevant equitable considerations. In no event shall any Underwriter receives a signed lock-up agreement for the balance contribute in excess of the Lock-Up Period from each donee, trustee or transferee, as fees actually received by it pursuant to the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family terms of the undersigned (for this Agreement. For purposes of this lock-up agreementAgreement, “immediate family” each officer, director, shareholder, and employee or affiliate of any Underwriter and each person, if any, who controls the Underwriter (or any affiliate) within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, shall mean any relationship have the same rights as the Underwriter with respect to matters of indemnification by bloodthe Company hereunder. [___], marriage or adoption2018 Boustead Securities, not more remote than first cousin); orLLC 0 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile, email or other electronic transmission (i.e., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions keeping of the Engagement Letter shall remain records in full force and effect. This Agreement may be executed in two or more counterpartselectronic form, each one of which shall be an original, with of the same effect legal effect, validity or enforceability as if a manually executed signature, physical delivery thereof or the signatures thereto use of a paper-based recordkeeping system, as the case may be, and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing hereto consent to conduct the transactions contemplated hereunder by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shareselectronic means. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign below whereupon indicate your acceptance of this instrument, along with all counterparts hereof, shall become a binding agreement Agreement by signing in accordance with its termsthe space provided below. Very truly yours, CXXXXXXXX TECHNOLOGY CORPORATION By: /s/Txxxxxx Xxxx Name: Pxx Xxxx, Xx Txxxxxx Xxxx Title: Senior Vice President and Chief Executive Financial Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to CONFIRMED AND ACCEPTED, as of the date first above written. : By: J.X. Xxxxxx Securities LLC By: /s/Dxxxxx X. Xxxxxxx Name: Kxxxx Xxxxx Dxxxxx X. Xxxxxxx Title: Chief Executive Officer [_____________Vice President Name of Underwriter Principal Amount of Notes J.X. Xxxxxx Securities LLC $ 97,500,000 BofA Securities, Inc. $ 97,500,000 Wxxxx Fargo Securities, LLC $ 30,000,000 PNC Capital Markets LLC $ 30,000,000 U.S. Bancorp Investments, Inc. $ 30,000,000 KeyBanc Capital Markets Inc. $ 15,000,000 Total $ 300,000,000.00 1. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date of the Underwriting Agreement; each of the Preliminary Prospectus and the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) under the Securities Act on [ ], 2022 Boustead Securitiesand [ ], LLC 6 Xxxxxxx2022, Xxxxx 000 Xxxxxxrespectively; and (a) based solely upon our review of the Stop Orders page of the Commission’s website (hxxxx://xxx.xxx.xxx/xxxxxxxxxx/stoporders.shtml), XX 00000 Ladies no order suspending the effectiveness of the Registration Statement has been issued, and Gentlemen: (b) to our knowledge, no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company that remains unresolved and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or in connection with the offering is pending or threatened by the Commission. 2. The undersignedRegistration Statement, a stockholderthe Preliminary Prospectus, director each Issuer Free Writing Prospectus included in the Time of Sale Information and the Prospectus (other than the financial statements and related schedules therein, as to which we express no opinion) comply as to form in all material respects with the requirements of the Securities Act; and the Indenture complies as to form in all material respects with the requirements of the Trust Indenture Act. 3. The Company is validly existing and in good standing under the laws of the State of Delaware and has all corporate power and authority necessary to own or officer hold its properties and to conduct the business in which it is engaged as described in the Prospectus. 4. The Company has full corporate power and authority to execute and deliver each of WXXX & LXX GROUPthe Underwriting Agreement, Inc, a British Virgin Islands business company limited by shares the Securities and the Indenture (the “Company”), understands that Boustead Securities, LLC (the “UnderwriterTransaction Documents”) will act as an underwriter and to carry out an offering (perform its obligations thereunder; and all action required to be taken for the “Offering”) due and proper authorization, execution and delivery of each of the Company’s ordinary shares, no par value (Transaction Documents and the “Ordinary Shares”). In recognition consummation of the benefit that transactions contemplated thereby has been duly and validly taken. 5. The Indenture has been duly authorized, executed and delivered by the Offering will confer upon Company and, assuming due execution and delivery thereof by the undersignedTrustee, constitutes a valid and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by (including a) bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights (including, without limitation, the issuance effect of Ordinary Shares upon statutory and other law regarding fraudulent conveyances, fraudulent transfers and preferential transfers), and (b) the exercise of optionsjudicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the applicable agreements are considered in a proceeding in equity or at law) (collectively, the “LockEnforceability Exceptions”). 6. The Securities have been duly authorized, executed and delivered by the Company and, when duly authenticated as provided in the Indenture and paid for as provided in the Underwriting Agreement, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture. 7. The Underwriting Agreement has been duly authorized, executed and delivered by the Company. 8. The Indenture and the Securities conform in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Information and the Prospectus. The Indenture is qualified under the Trust Indenture Act of 1939, as amended. 9. Except as otherwise addressed in the penultimate paragraph of this opinion, the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument which is filed as an exhibit to the Company’s Annual Report on Form 10-Up SecuritiesK for the fiscal year ended June 30, 2021, Quarterly Reports on Form 10-Q for the fiscal quarters ended September 30, 2021 and December 31, 2021 and Current Reports on Form 8-K filed by the Company since June 30, 2021 (collectively, the “Material Contracts”), whether now owned (ii) result in any violation of the provisions of the charter or hereafter acquired by-laws or similar organizational documents of the Company or (iii) result in the violation of any Applicable Law or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority known to us, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect. 10. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the undersigned Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act, filings required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities or Blue Sky laws in connection with respect the purchase and distribution of the Securities by the Underwriters. 11. To our knowledge, except as described in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the undersigned has Company or hereafter acquires any of its subsidiaries is a party or to which any property of the power Company or any of dispositionits subsidiaries is the subject which, individually or filein the aggregate, if determined adversely to the Company or cause any of its subsidiaries, could reasonably be expected to be filedhave a Material Adverse Effect; and, to our knowledge, no such investigations, actions, suits or proceedings are threatened or contemplated by any registration statement governmental or regulatory authority or threatened by others. 12. The statements in the Preliminary Prospectus and Prospectus under the heading “Certain U.S. Federal Income Tax Considerations” and “Description of the Notes” to the extent that they constitute summaries of matters of law or regulation or legal conclusions, fairly summarize the matters described therein in all material respects; and, to our knowledge, (A) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement or the Prospectus and that are not so described in the Registration Statement, the Time of 1933Sale Information and the Prospectus and (B) there are no statutes, regulations or contracts and other documents of the Company and its subsidiaries that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement or the Prospectus and that have not been so filed as exhibits to the Registration Statement or described in the Registration Statement, the Time of Sale Information and the Prospectus. 13. The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement, the Time of Sale Information and the Prospectus, will not be required to be registered as an “investment company,” within the meaning of the Investment Company Act of 1940, as amended. 14. The documents incorporated by reference in the Time of Sale Information and the Prospectus or any further amendment or supplement thereto made by the Company prior to the Closing Date (other than the financial statements and other financial information contained therein and related schedules therein, as to which we express no opinion), when they were filed with respect the Commission, complied as to any form in all material respects with the requirements of the foregoing Exchange Act and the rules and regulations of the Commission thereunder. 15. Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company as described in the Prospectus will violate Regulation T, U or (ii) enter into any swap X of the Board of Governors of the Federal Reserve System or any other agreement or any transaction that transfers, regulation of such Board of Governors. We have participated in whole or in part, directly or indirectlyconferences with representatives of the Company and with representatives of its independent accountants at which conferences the contents of the Registration Statement, the economic consequence Time of ownership Sale Information and the Prospectus and any amendment and supplement thereto and related matters were discussed and, although we assume no responsibility for the accuracy, completeness or fairness of the Lock-Up SecuritiesRegistration Statement, whether the Time of Sale Information, the Prospectus and any such swap amendment or transaction described in clause supplement thereto (i) except as expressly provided above), nothing has come to our attention to cause us to believe that the Registration Statement, at the time of its effective date (including the information, if any, deemed pursuant to Rule 430A, 430B or (ii) above is 430C to be settled by delivery part of the Lock-Up Securities Registration Statement at the time of effectiveness), contained any untrue statement of a material fact or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject omitted to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives state a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not material fact required to be reported stated therein or necessary to make the statements therein not misleading, that the Time of Sale Information, at the Time of Sale (which we assumed is the date of the Underwriting Agreement) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Prospectus or any public report amendment or filing with supplement thereto as of its date and the Securities Closing Date contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case other than the financial statements and Exchange Commissionother financial information contained therein, or otherwise as to which we express no belief). 1. The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Information and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust Prospectus. All of the outstanding shares of capital stock or other entity equity interests of each significant subsidiary has been duly and validly authorized and issued, are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors' qualifying shares). 2. The statements in the direct or indirect benefit of, or wholly-owned byRegistration Statement, the undersigned or Time of Sale Information and the immediate family of the undersigned (for purposes of this lock-up agreementProspectus regarding statutes, “immediate family” shall mean any relationship by bloodlegal, marriage or adoption, not more remote than first cousin); orgovernmental and regulatory proceedings and contracts and other documents are accurate in all material respects.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Such counterparts may be executed and delivered by electronic means, which shall not impair such execution or delivery. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges and agrees that in connection with the Offering of the Underwritten SharesSecurities: (i) the Underwriter has Underwriters have acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes Underwriters owe the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Underwriters arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered SharesSecurities. [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, AKANDA CORP. By: Name: Pxx Xxxx, Xx Txxxxxxx Xxxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. own capacity and as representative of the Underwriters By: Name: Kxxxx Xxxxx Title: Chief Executive Officer Name Number of Firm Shares to be Purchased Number of Option Shares to be Purchased Boustead Securities, LLC [*] Total [*] [_____________], 2022 2021 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or00000

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter has Co-Placement Agents have acted at arm’s length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter owes Co-Placement Agents owe the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Co-Placement Agents may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Co-Placement Agents arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. If Securities. (c) The Company agrees that any information or advice rendered by the foregoing Co-Placement Agents in connection with this engagement is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to for the confidential use of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) Company only in their evaluation of the CompanyPlacement and, except as otherwise required by law, the Company will not disclose or otherwise refer to the advice or information in any manner without such Co-Placement Agent’s ordinary sharesprior written consent. (d) This Agreement does not create, no par value (the “Ordinary Shares”). In recognition and shall not be construed as creating rights enforceable by any person or entity not a party hereto, except those entitled hereto by virtue of the benefit Indemnification Provisions hereof. The Company acknowledges and agrees that the Offering will confer upon Co-Placement Agents are nor shall the undersignedCo-Placement Agents be construed as a fiduciary of the Company and the Co-Placement Agents shall have any duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of the Co-Placement Agents hereunder, and for other good and valuable consideration, the receipt and sufficiency all of which are hereby acknowledgedexpressly waived. (e) The Company agrees that the Co-Placement Agents shall, from and after any Closing, have the undersigned agrees with right to reference the Underwriter thatPlacement and the Co-Placement Agents’ role in connection therewith in the Co-Placement Agents’ marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. (f) The Co-Placement Agents (i) will keep the Confidential Information (as such term is defined below) confidential and will not (except as required by applicable law or stock exchange requirement, regulation or legal process (“Legal Requirement”)), without the Company’s prior written consent consent, disclose to any person any Confidential Information, and (ii) will not use any Confidential Information other than in connection with the Placement. The Co-Placement Agents further agree to disclose the Confidential Information only to its Representatives (as such term is defined below) who need to know the Confidential Information for the purpose of the UnderwriterPlacement, during and who are informed by such Co-Placement Agents of the confidential nature of the Confidential Information. The term “Confidential Information” shall mean, all confidential, proprietary and non-public information (whether written, oral or electronic communications) furnished by the Company to a period Co-Placement Agent or its Representatives in connection with such Co-Placement Agent’s evaluation of up the Placement. The term “Confidential Information” will not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by a Co-Placement Agent or its Representatives in violation of this Agreement, (ii) is or becomes available to 12 months a Co-Placement Agent or any of its Representatives on a non-confidential basis from a third-party, (iii) is known to a Co-Placement Agent or any of its Representatives prior to disclosure by the Company or any of its Representatives, or (iv) is or has been independently developed by a Co-Placement Agent and/or the Representatives without use of any Confidential Information furnished to it by the Company. The term “Representatives” shall mean with respect to each Co-Placement Agent, such Co-Placement Agent’s directors, board committees, officers, employees, financial advisors, attorneys and accountants. This provision shall be in full force until the earlier of (a) the date that the Confidential Information ceases to be confidential and (b) two years from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to hereof. Notwithstanding any of the foregoing or (ii) enter into any swap foregoing, in the event that a Co-Placement Agent or any other agreement or of its Representatives are required by Legal Requirement to disclose any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the LockConfidential Information, such Co-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery Placement Agent and its Representatives will furnish only that portion of the LockConfidential Information which such Co-Up Securities Placement Agent or such other securitiesits Representative, in cash or otherwise. Notwithstanding the foregoingas applicable, is required to disclose by Legal Requirement as advised by counsel, and subject will use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orConfidential Information so disclosed.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to , including that certain engagement letter dated October 16, 2017 (the contrary set forth herein“Engagement Letter”), it is understood with the exception of Section 4(b) (“Fee Tail”) and agreed by the parties hereto that all other terms and conditions Section 11 (“Future Services”) of the Engagement Letter Letter, which are incorporated by reference into this Agreement and shall remain form part of this Agreement and survive any Termination of this Agreement for the durations specified in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrumentsuch Sections. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. . The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (band only such minor changes) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, as are necessary to make it valid and owes no fiduciary duties enforceable. Please sign and return to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in enclosed duplicates of this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below letter whereupon this instrument, along with all counterparts hereof, shall letter will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, AMERI Holdings, Inc. By: /s/ Xxxx Xxxxxxx Name: Pxx Xxxx, Xx Xxxx Xxxxxxx Title: President and Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to Confirmed as of the date first above writtenmentioned. Northland Securities, Inc. As representative of the several Underwriters Named on Schedule IV hereto By: /s/ Xxxx Xxxxxxxx Name: Kxxxx Xxxxx Xxxx Xxxxxxxx Title: Chief Executive Officer [_____________]Head of Investment Banking Pricing Term Sheet in the form set forth in Schedule II Issue Date: November 21, 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies 2017 (T+2) Firm Shares: 1,475,000 shares Firm Warrants: 1,475,000 warrants Option Shares: 221,250 shares Option Warrants: 221,250 warrants Warrant Exercise Price: $4.115 Price to the public: $4.115 per share and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter $0.01 per warrant Price to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter: $3.82695 per share and $0.01 per warrant Xxxxxxx X. Xxxxxxxx Xxxxxxxx Xxxxxxx Xxxx Xxxxxxx Xxxxx Xxxxx Xxxxxxxxx X. Xxxxxxx Xx. Xxxxxx X. Langer Xxxxxx X. Xxxxxx Xxxxxx X. Xxx Xxxxxxxxxxx Xxxxxxxxxxxx Lone Star Value Management, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orLLC

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. Securities If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ARCIMOTO, INC, An Oregon corporation By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Placement Agency Agreement is hereby confirmed and agreed to accepted as of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to , except the contrary set forth hereinengagement letter agreement signed by and between the Company and Xxxxxxxxx LLC dated October 6, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter 2017 shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. . The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (band only such minor changes) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, as are necessary to make it valid and owes no fiduciary duties enforceable. Please sign and return to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in enclosed duplicates of this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall Agreement will become a binding agreement between the Company and the several Underwriters in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to Bioceres S.A. By Name Title Confirmed as of the date first above writtenmentioned, on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: Name: Kxxxx By Managing Director XXXXX XXXXXXX & CO. By Managing Director Underwriter Number of Firm ADSs (1) Xxxxxxxxx LLC [_______] Xxxxx Title: Chief Executive Officer Xxxxxxx & Co. [_______] Santander Investment Securities Inc. [_______] Mirabaud Securities LLP [_______] Total. . . . . . . . . . . . . . . . . . . . . . . . . . _____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:____ (1) as a bona fide gift or gifts; or (2The Underwriters may purchase up to an additional [●] Option ADSs, to the extent the option described in Section 3(b) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreementAgreement is exercised, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orin the proportions and in the manner described in the Agreement.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Such counterparts may be executed and delivered by electronic means, which shall not impair such execution or delivery. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges and agrees that in connection with the Offering of the Underwritten SharesSecurities: (i) the Underwriter has Underwriters have acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes Underwriters owe the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Underwriters arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered SharesSecurities. [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, AKANDA CORP. By: /s/ Txxxxxxx Xxxx Name: Pxx Xxxx, Xx Txxxxxxx Xxxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. BOUSTEAD SECURITIES, LLC, in its own capacity and as representative of the Underwriters By: /s/ Kxxxx Xxxxx Name: Kxxxx Xxxxx Title: Chief Executive Officer Name Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Boustead Securities, LLC 4,000,000 4,600,000 Total 4,000,000 4,600,000 [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or00000

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effecteffect including, without limitation, Section 7 (Governing Law, Dispute Resolution), as it pertains to disputes that arise out of or relate to the Engagement Letter. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten SharesOffered Securities: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered SharesSecurities. [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Xxxxxxx Xxxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orOfficer

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Xxx Xxxxx (Xxxxxxx) Xxxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Xxx Title: Chief Executive Operation Officer APTC Holdings Limited 8,160,000 (1) 42.5 % Wing Sang Holdings Limited 3,859,200 (2) 20.1 % Market Tycoon Investments Limited 1,075,200 (3) 5.6 % Golden Base Ventures limited 1,075,200 (4) 5.6 % Value Classic Global Limited 1,075,200 (5) 5.6 % Top Virtue International Limited 1,075,200 (6) 5.6 % (1) These shares are held by APTC Holdings Limited, a British Virgin Islands company 100% owned by Xx. Xxx Xxxxx (Xxxxxxx) Xxxx, the Company’s CEO. (2) These shares are held by Wing Sang Holdings Limited, a British Virgin Islands company 100% owned by Mr. Wai Man (Xxxxxxx) Xxx, the Company’s CFO. (3) These shares are held by Market Tycoon Investments Limited, a British Virgin Islands company 100% owned by its sole director, Xx. Xxx Xx Luk. (4) These shares are held by Golden Base Ventures limited, a British Virgin Islands company 100% owned by its sole director, Xx. Xxxx Wing Hung. (5) These shares are held by Value Classic Global Limited, a British Virgin Islands company 100% owned by its sole director, Xx. Xxx Xxxx Xxxx. (6) These shares are held by Top Virtue International Limited, a British Virgin Islands company 100% owned by its sole director, Xx. Xxx To Yiu. [_____________], 2022 Boustead Univest Securities, LLC 6 Xxxxxxx00 Xxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxx0000 Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or00000

General Provisions. (a) This Agreement Agreement, together with the PIIA constitutes the entire agreement between you and the Company with regard to this subject matter and is the complete, final, and exclusive embodiment of the parties parties’ agreement with regard to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effectmatter. This Agreement may is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. Modifications or amendments to this Agreement, other than those changes expressly reserved to the Company’s discretion in this letter, must be executed made in two or more counterpartsa written agreement signed by you and the Company’s Chief Executive Officer. Whenever possible, each one provision of which shall this Agreement will be an originalinterpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the extent possible in keeping with the same effect as if intent of the signatures thereto parties. Any waiver of any breach of any provisions of this Agreement must be in writing to be effective, and hereto were upon it shall not thereby be deemed to have waived any preceding or succeeding breach of the same instrumentor any other provision of this Agreement. This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and their respective successors, assigns, heirs, executors and administrators. The Company may freely assign this Agreement, without your prior written consent. You may not be amended or modified unless in writing assign any of your duties hereunder and signed by all you may not assign any of your rights hereunder without the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those written consent of the Company. The Company waives to This Agreement shall become effective as of the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach Start Date and shall terminate upon your termination of fiduciary duty in connection employment with the Offering Company. The obligations as forth under Section 7 (Proprietary Information Obligations), Section 9 (Termination; Severance Benefits), Section 11 (Section 409A), Section 12 (Section 280G), Section 13 (Arbitration of All Disputes); Section 14 (Indemnification and D&O Coverage) and Section 15 (General Provisions) will survive the termination of this Agreement. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the Offered SharesState of California. If the foregoing This offer is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoingconditioned on, and subject to, satisfactory proof of your identity and right to work in the conditions belowUnited States, the undersigned may transfer the Lockand your satisfactory completion of a background check and other applicable pre-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); oremployment screenings.

General Provisions. (a) This Agreement constitutes letter does not represent a guarantee of employment for any particular period. This letter and the entire agreement Employment Materials contain all of the parties to this Agreement terms of your employment with the TheStreet and supersedes all supersede any prior understandings or agreements, whether written or oral oral, between you and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effectCompany. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement Letter may not be amended or modified unless in writing and except by an express written agreement signed by all you and TheStreet’s Vice President of Human Resources (except that no amendment may change the at will nature of the parties hereto, and no condition herein (express or implied) may be waived employment unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding Paragraph 3). The terms of our agreementthis letter and the resolution of any disputes hereunder shall be governed by New York law, without reference to principles of choice of law. We hope that you find the foregoing terms acceptable. We are delighted to have you join TheStreet and look forward to a mutually beneficial working relationship. If you have any questions, please sign below whereupon this instrumentdo not hesitate to contact me at 000-000-0000. Sincerely, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Xxxxxxxxx XxXxxxx Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed ACCEPTED AND AGREED /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Xxxx X. Xxxxxxx Dear Xxxx: This letter (the “Letter”) sets forth the terms and agreed to conditions of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________]stock option (“Option”) hereby awarded to you by TheStreet, 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares Inc. (the “Company”). This award is made outside of, understands that Boustead Securitiesand not from, LLC the Company’s 2007 Performance Incentive Plan (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary SharesPlan”). In recognition Nevertheless, this award is subject to the terms and conditions set forth in the Plan, any rules and regulations adopted by the Board of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities Directors of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up SecuritiesBoard”) or the committee of the Board which administers the Plan (the “Committee”), whether now owned or hereafter acquired and this Letter. The provisions of the Plan are hereby incorporated by reference and any term used in this Letter and not defined herein shall have the undersigned or with respect meaning set forth in the Plan. Unless otherwise indicated, section references contained in this Letter shall refer to which the undersigned has or hereafter acquires the power corresponding sections of disposition, or file, or cause this Letter. The Option shall be deemed to be filed, any registration statement under a non-qualified stock option within the Securities Act meaning of 1933the Internal Revenue Code of 1986, as amended. This award is intended to be granted as NASDAQ inducement grants qualifying for the exception to stockholder approval of stock option grants under NASDAQ rule 5635(c)(4) and, with respect therefore, as a condition to any receipt of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfersaward, in whole or in part, directly or indirectly, you must complete and execute the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter attached Investment Representation included herein as follows, provided that (Attachment 1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx XxxxXxxxxx, Xx XXX Xxx Lung Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Xxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orOperation Officer

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please kindly sign below and return to the Issuer the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, BROADCOM INC. as Issuer By: /s/ Kxxxxxx X. Xxxxxx Name: Pxx Xxxx, Xx Kxxxxxx X. Xxxxxx Title: Chief Executive Financial Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to accepted by the Underwriters as of the date first above written. BofA Securities, Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. Acting on behalf of themselves and as the Representatives of the several Underwriters By: BofA Securities, Inc. By: /s/ Rxxxxx Xxxxxxx Authorized Signatory Name: Kxxxx Xxxxx Rxxxxx Xxxxxxx Title: Chief Executive Officer [_____________]Managing Director By: BNP Paribas Securities Corp. By: /s/ Rxxxxx Xxxxxxx Authorized Signatory By: HSBC Securities (USA) Inc. By: /s/ Pxxxxxx Xxxxxxx Authorized Signatory Underwriters Aggregate Principal Amount of 2027 Notes to be Purchased Aggregate Principal Amount of 2029 Notes to be Purchased Aggregate Principal Amount of 2031 Notes to be Purchased BofA Securities, 2022 Boustead Inc. $ 156,250,000 $ 281,250,000 $ 187,500,000 BNP Paribas Securities Corp. 156,250,000 281,250,000 187,500,000 HSBC Securities (USA) Inc. 156,250,000 281,250,000 187,500,000 Barclays Capital Inc. 156,250,000 281,250,000 187,500,000 Citigroup Global Markets Inc. 156,250,000 281,250,000 187,500,000 J.X. Xxxxxx Securities LLC 156,250,000 281,250,000 187,500,000 TD Securities (USA) LLC 156,250,000 281,250,000 187,500,000 Wxxxx Fargo Securities, LLC 6 Xxxxxxx156,250,000 281,250,000 187,500,000 Total $ 1,250,000,000 $ 2,250,000,000 $ 1,500,000,000 1. Final Term Sheet for the Notes Filed Pursuant to Rule 433 The information in this pricing term sheet supplements Broadcom Inc.’s (“Broadcom”) preliminary prospectus supplement, Xxxxx 000 Xxxxxxdated July 8, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares 2024 (the “CompanyPreliminary Prospectus Supplement”), understands that Boustead Securities, LLC and supplements and supersedes the information in the Preliminary Prospectus Supplement to the extent supplementary to or inconsistent with the information in the Preliminary Prospectus Supplement. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement. Issuer: Broadcom Inc. (Nasdaq: AVGO) Securities Offered: $1,250,000,000 aggregate principal amount of 5.050% Senior Notes due 2027 (the “Underwriter2027 Notes”) will act as an underwriter to carry out an offering $2,250,000,000 aggregate principal amount of 5.050% Senior Notes due 2029 (the “Offering2029 Notes”) $1,500,000,000 aggregate principal amount of the Company’s ordinary shares, no par value 5.150% Senior Notes due 2031 (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned2031 Notes” and, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees together with the Underwriter that, without 2027 Notes and the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively2029 Notes, the “LockNotes”) Pricing Date: July 8, 2024 Closing Date: July 12, 2024 (T+4) Denominations: $2,000 and integral multiples of $1,000 in excess thereof Use of Proceeds: Broadcom estimates that the net proceeds from this offering, after deducting the underwriting discounts, will be approximately $4,974,910,000. Broadcom intends to use the net proceeds from the sale of the Notes to prepay a portion of the term A-2 loans under our term loan credit agreement and for general corporate purposes. Ratings:* Baa3 (Positive) (Mxxxx’x Investors Service, Inc.) BBB- (Stable) (Fitch Ratings Inc.) BBB (Stable) (S&P Global Ratings) Maturity Date: 2027 Notes: July 12, 2027 2029 Notes: July 12, 2029 2031 Notes: November 15, 2031 Interest Rate: 2027 Notes: 5.050% per year on the principal amount of the 2027 Notes 2029 Notes: 5.050% per year on the principal amount of the 2029 Notes 2031 Notes: 5.150% per year on the principal amount of the 2031 Notes Interest Payment Dates: January 12 and July 12, beginning January 12, 2025 and accruing from July 12, 2024, in respect of the 2027 Notes and the 2029 Notes May 15 and November 15, beginning November 15, 2024 and accruing from July 12, 2024, in respect of the 2031 Notes Record Dates: December 28 and June 27, in respect of the 2027 Notes and the 2029 Notes May 1 and November 1, in respect of the 2031 Notes Price to Public: 2027 Notes: 99.983% of the principal amount 2029 Notes: 99.869% of the principal amount 2031 Notes: 99.838% of the principal amount Benchmark Treasury: 2027 Notes: UST 4.625% due June 15, 2027 2029 Notes: UST 4.250% due June 30, 2029 2031 Notes: UST 4.250% due June 30, 2031 Benchmark Treasury Price / Yield: 2027 Notes: 100-Up Securities”19 / 4.406% 2029 Notes: 100-02 ¾ / 4.230% 2031 Notes: 100-04 ¼ / 4.228% Spread to Benchmark Treasury: 2027 Notes: +65 basis points 2029 Notes: +85 basis points 2031 Notes: +95 basis points Yield to Maturity: 2027 Notes: 5.056% 2029 Notes: 5.080% 2031 Notes: 5.178% CUSIP Number: 2027 Notes: 11135F BZ3 2029 Notes: 11135F BX8 2031 Notes: 11135F BY6 ISIN Number: 2027 Notes: US11135FBZ36 2029 Notes: US11135FBX87 2031 Notes: US11135FBY60 (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 10 basis points (in the case of the 2027 Notes), whether now owned 15 basis points (in the case of the 2029 Notes) or hereafter acquired by 15 basis points (in the undersigned or with respect case of the 2031 Notes) less (b) interest accrued to which the undersigned has or hereafter acquires date of redemption, and (2) 100% of the power principal amount of disposition, or file, or cause the Notes to be filedredeemed, any registration statement under plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the Securities Act redemption date. On or after the applicable Par Call Date, Broadcom may redeem the Notes of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transferseach applicable series at its option, in whole or in part, directly or indirectlyat any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest, if any, thereon to, but excluding, the economic consequence of ownership of the Lockapplicable redemption date. Joint Book-Up Running Managers: BofA Securities, whether any such swap or transaction described in clause Inc. BNP Paribas Securities Corp. HSBC Securities (iUSA) or Inc. Barclays Capital Inc. Citigroup Global Markets Inc. J.X. Xxxxxx Securities LLC TD Securities (iiUSA) above LLC Wxxxx Fargo Securities, LLC In addition to pricing information set forth above, the Preliminary Prospectus Supplement will be updated to reflect the following changes (and other information is deemed to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject have changed to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orextent affected thereby):

General Provisions. (a) This Agreement constitutes the entire agreement of the parties (including the Company and the several Underwriters) to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please kindly sign below and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, SM Energy Company By: /s/ A. Xxxx Xxxxxxx Name: Pxx Xxxx, Xx A. Xxxx Xxxxxxx Title: Executive Vice President and Chief Executive Financial Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to accepted by the Underwriters as of the date first above written. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES LLC XXXXX FARGO SECURITIES, LLC Acting on behalf of themselves and as the Representatives of the several Underwriters By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxxxx Xxxxxxxxxx Name: Kxxxx Xxxxx Xxxxxxx Xxxxxxxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Managing Director By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxx X. Xxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxx Title: Managing Director By: Xxxxx Fargo Securities, LLC 6 By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Managing Director Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 105,000,000 Xxxxx Fargo Securities, LLC 95,000,000 X.X. Xxxxxx Securities LLC 87,500,000 Barclays Capital Inc. 25,000,000 BBVA Securities Inc. 25,000,000 RBC Capital Markets, LLC 25,000,000 Comerica Securities, Inc. 16,650,000 BOK Financial Securities, Inc. 15,000,000 Capital One Securities, Inc. 15,000,000 Deutsche Bank Securities Inc. 15,000,000 KeyBanc Capital Markets Inc. 15,000,000 Santander Investment Securities Inc. 15,000,000 Scotia Capital (USA) Inc. 15,000,000 U.S. Bancorp Investments, Inc. 15,000,000 Xxxxxxx, Xxxxx 000 XxxxxxSachs & Co. 8,350,000 Tudor, XX 00000 Ladies Pickering, Xxxx & Co. Securities, Inc. 7,500,000 Total $ 500,000,000 Schedule A-1 Final Term Sheet, dated September 7, 2016, as set forth in Annex I to this Agreement. (a) The Company is validly existing as a corporation and Gentlemen: is in good standing under the laws of the State of Delaware, with full corporate power and authority necessary to own or lease its properties and to conduct its business, in each case as described in the Disclosure Package and Prospectus, in all material respects. (b) The undersignedCompany has all requisite corporate power and authority to execute and deliver, and perform its obligations under, the Indenture and the Securities. The Indenture has been duly qualified under the Trust Indenture Act. The execution and delivery by the Company of, and the performance by the Company of its obligations under, the Indenture have been duly and validly authorized by all necessary corporate action of the Company, and the Indenture has been duly executed and delivered by the Company. (c) The execution and delivery by the Company of, and the performance by the Company of its obligations under, the Securities have been duly authorized by all necessary corporate action of the Company, and the Securities have been duly executed and delivered by the Company. When the Securities are delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, the Securities will have been duly issued by the Company in accordance with the provisions of the Indenture. (d) The Company has all requisite corporate power and authority to execute and deliver, and perform its obligations under, the Underwriting Agreement and to consummate the transactions contemplated thereby. The execution and delivery by the Company of, and the performance by the Company of its obligations under, the Underwriting Agreement and the consummation by the Company of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action of the Company. The Underwriting Agreement has been duly executed and delivered by the Company. (e) The execution and delivery by the Company of, and the performance by the Company of its obligations under, the Transaction Documents and the consummation of the transactions contemplated thereby (including, without limitation, the issuance and sale of the Securities by the Company to the Underwriters) will not constitute or result in a breach or a default under (or an event that with notice or the passage of time or both would constitute a default under) any of (i) any instrument to which the Company is a party and which is filed as an exhibit and set forth on the exhibit list to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 or any other report filed by the Company with the Commission under Section 13(a) of the Exchange Act after the date of such Annual Report on Form 10-K and through the dates of the Disclosure Package and the Prospectus, which reports are incorporated by reference in the Disclosure Package and the Prospectus, (ii) the restated certificate of incorporation or the amended and restated bylaws of the Company, (iii) the Delaware General Corporation Law or any Colorado or United States federal statute that, in our experience, is applicable to transactions of the type contemplated by the Transaction Documents or (iv) any judgment, order or regulation of any court or arbitrator or governmental or regulatory authority applicable to the Company that is known to us, except, with respect to clauses (i), (iii) and (iv) only, for any such breach or default that would not reasonably be expected to result in, individually or in the aggregate, a stockholderMaterial Adverse Change. With respect to clause (iii) above, director such counsel need express no opinion as to the applicability of any state securities or officer Blue Sky laws or federal or state antifraud laws, rules or regulations. (f) No consent, approval, authorization or order of WXXX & LXX GROUPany United States federal or Colorado governmental authority is required for the issuance and sale by the Company of the Securities to the Underwriters, Incor the consummation by the Company of the other transactions contemplated by the Underwriting Agreement, except (i) such consents, approvals, authorizations or orders as have been obtained prior to the date hereof and (ii) such consents, approvals, authorizations or orders as may be required under Blue Sky laws, as to which such counsel need express no opinion. (g) The Company is not, and immediately after the sale of the Securities to be sold pursuant to the Underwriting Agreement and the application of the proceeds from such sale as described in the Disclosure Package and the Prospectus under the caption “Use of Proceeds” will not be, required to register as an “investment company” as such term is defined in the Investment Company Act. (h) The statements under the captions “Description of Debt Securities,” “Description of Notes,” “Description of Other Indebtedness,” and “Material United States Federal Income Tax Considerations” in the Disclosure Package and the Prospectus, insofar as such statements relate to statements of law or summaries of documents referred to therein or of legal conclusions, have been reviewed by us and such statements of law and summaries of documents are accurate in all material respects. (i) The Registration Statement became effective under the Securities Act automatically upon filing with the Commission on August 8, 2016. To the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement is in effect and no proceedings for such purpose pursuant to Section 8A of the Securities Act have been instituted or are pending or threatened by the Commission. Any required filing of the Preliminary Prospectus and the Prospectus pursuant to Rule 424(b) of the Securities Act has been made in the manner and within the time period required by Rule 424(b) of the Securities Act. Any required filing of the Final Term Sheet has been made in the manner and within the time period required by Rule 433 of the Securities Act. In addition, such counsel shall also state, and may state in a British Virgin Islands business company limited separate letter, that it has participated in conferences with representatives of the Company and with representatives of its independent accountants and independent reserve engineers at which conferences the contents of the Disclosure Package and the Prospectus and any amendment and supplement thereto and related matters were discussed. Although such counsel has not undertaken to determine independently, is not passing upon, and does not assume any responsibility for, or express any opinion regarding the accuracy, completeness or fairness of the statements contained in the Disclosure Package or the Prospectus and any amendment or supplement thereto (except and to the extent set forth in paragraph (h) above), based upon the participation described above, nothing has come to the attention of such counsel to lead such counsel to believe that (i) the Registration Statement, as of the latest effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; or (ii) the Disclosure Package, as of the Applicable Time, or that the Prospectus, as of its date or at the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In making the foregoing statement, such counsel need not express any comment or belief with respect to the financial statements and notes and related schedules and other financial and accounting data, the Trustee’s Statement of Eligibility on Form T-1 and the oil and natural gas reserve estimates contained in or omitted from the Disclosure Package or the Prospectus. Such counsel shall also state, and may state in a separate letter, that the Registration Statement and the Prospectus and each amendment or supplement to the Registration Statement and the Prospectus, as of their respective effective or issue dates (other than the financial statements and supporting schedules and other financial and accounting data included or incorporated by shares reference therein or in exhibits to or excluded from the Registration Statement, and the Trustee’s Statement of Eligibility on Form T-1, as to which no opinion need be rendered) appeared or appear on its face to be appropriately responsive in all material respects with the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder (except that such counsel need not express any view, belief or comment as to Regulation S-T promulgated thereunder). (a) The Indenture, when duly executed and delivered by the Company (assuming the due authorization, execution and delivery thereof by the Trustee), will constitute the valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that the enforcement thereof may be subject to the Enforceability Exceptions. (b) The Securities, when issued and delivered by the Company and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement (assuming the due authentication and delivery of the Securities by the Trustee in accordance with the Indenture), will constitute the valid and legally binding obligations of the Company, entitled to the benefits of the Indenture, and enforceable against the Company in accordance with their terms, except that the enforcement thereof may be subject to the Enforceability Exceptions. EXHIBIT B-1 This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement dated September 7, 2016. The information in this Pricing Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. Capitalized terms used but not defined in this Pricing Term Sheet have the respective meanings ascribed to them in the Preliminary Prospectus Supplement. Issuer: SM Energy Company (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) Principal Amount: $500,000,000 Net Proceeds: $492,000,000 Use of Proceeds: If the Company’s ordinary sharespreviously announced Midland Basin acquisition is consummated, no par value (the “Ordinary Shares”). In recognition Company intends to use a portion of the benefit that net proceeds from this offering to partially fund such acquisition and the Offering will confer upon remainder for general corporate purposes. If the undersigned, and for other good and valuable considerationCompany’s previously announced Midland Basin acquisition is not consummated, the receipt and sufficiency of which are hereby acknowledged, Company intends to use the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months net proceeds from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement this offering for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orgeneral corporate purposes.

General Provisions. (a) The failure of ProMed HCA at any time to enforce performance by Executive of any provisions of this Agreement shall in no way affect ProMed HCA’s rights thereafter to enforce the same, nor shall the waiver by ProMed HCA of any breach of any provision hereof be held to be a waiver of any other breach of the same or any other provision. (b) This Agreement constitutes shall be binding upon and inure to the entire agreement benefit of the parties to this Agreement hereto and supersedes all prior written or oral the successors and all contemporaneous oral agreementsassigns of ProMed HCA; provided, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth hereinhowever, it is understood and agreed that the services to be rendered and the duties to be performed by Executive hereunder are of a special, unique and personal nature and that it would be difficult or impossible to replace such services; by reason thereof, Executive may not assign either the benefits or the obligations of this Agreement. (c) Any notices, requests, consents, or other communications required or permitted under this Agreement shall be in writing and may be delivered in person to the other party, or sent by United States mail or commercial courier service. The addresses set forth below shall be deemed sufficient for purposes of providing notice under this Agreement: To Executive: Jeereddi Prasad, M.D. [Intentionally Omitted] To ProMed: ProMed Health Care Administrators c/o Prospect Medical Group 0000 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxxxx Xxx, XX 00000 Attn: Xxxxx X. Xxxxxx, M.D. Each party may change his or its address through written notice in compliance with this Section. Written notice provided by methods other than those specified herein shall be effective if actually received, in timely fashion, by the other party. (d) This Agreement is the entire agreement between the parties hereto that with respect to the subject matter hereof and supersedes all other terms prior oral and conditions of written agreements and negotiations between the Engagement Letter shall remain parties. Nothing in full force and effect. This this Agreement may be executed in two or more counterparts, each one of which shall be an original, with deemed to be a limitation on the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all remedies of any of the parties hereto, and no condition herein under the Non-Compete Agreement. (express or impliede) may be waived unless waived The headings of the several paragraphs in writing by each party whom the condition is meant to benefit. Section headings herein this Agreement are inserted solely for the convenience of the parties only and shall are not affect a part of and are not intended to govern, limit or aid in the construction of any term or interpretation of this Agreementprovision hereof. (bf) The Company acknowledges that This Agreement may not be modified except by a written instrument signed by all parties hereto. (g) All clauses and covenants contained in connection this Agreement are severable, and in the event any of them shall be held to be invalid by any court, such clauses or covenants shall be limited as permitted under applicable law, or, if the same are not susceptible to such limitation, this Agreement shall be interpreted as if such invalid clauses or covenants were not contained herein. (h) This Agreement is made with reference to the Offering laws of the Underwritten Shares: State of California and shall be governed by and construed in accordance therewith. Any litigation concerning or to enforce the provisions of this Agreement shall be brought in the courts of the State of California. (i) the Underwriter has acted at arm’s lengthAny and all disputes arising under this Agreement, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which Executive’s employment or the undersigned has other subject matters addressed in this Agreement (other than claims for specific performance or hereafter acquires other equitable relief permitted by this Agreement), shall be resolved through binding arbitration. The arbitration shall be administered by JAMS, with the power of disposition, or file, or cause arbitration to be filedconducted in Los Angeles, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwiseCalifornia. Notwithstanding the foregoing, and subject the parties shall have the rights to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent discovery in accordance with California Code of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orCivil Procedure Section 1283.05.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto but all of which together shall constitute one and hereto were upon the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or other electronic means shall constitute effective execution and delivery of this Agreement by the parties hereto and may be used in lieu of the original signature pages to this Agreement for all purposes. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The Article and Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection hereof. In accordance with the Offering requirements of the Underwritten Shares: USA Patriot Act (i) Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter has acted at arm’s lengthUnderwriters are required to obtain, is not an agent ofverify and record information that identifies their respective clients, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of including the Company. The Company waives , which information may include the name and address of their respective clients, as well as other information that will allow the underwriters to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Sharesproperly identify their respective clients. If the foregoing is in accordance with your understanding of our agreement, please sign below and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts hereofcounterparts, shall will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, RADIAN GROUP INC. By: /s/ C. Xxxxxx Xxxxx Name: Pxx Xxxx, Xx C. Xxxxxx Xxxxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to CFO CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President XXXXXXX, SACHS & CO. By: /s/ Xxxx X. Xxxxxx Name: Kxxxx Xxxxx Xxxx X. Xxxxxx Title: Chief Executive Officer [_____________]Vice President For themselves and as Representatives of the other Underwriters named in Schedule A hereto. Xxxxxx Xxxxxxx & Co. LLC 14,450,000 Xxxxxxx, 2022 Boustead Sachs & Co. 14,450,000 Xxxxxxx & Partners Securities, LLC 6 Xxxxxxx1,275,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 1,275,000 Macquarie Capital (USA) Inc. 1,275,000 Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Fargo Securities, LLC 1,275,000 Total 34,000,000 Radian Group Inc. 34,000,000 Shares of Common Stock (Par Value $0.001 Per Share) 1. The initial public offering price per share for the “Underwriter”Securities, determined as provided in said Section 2, shall be $8.00. 2. The purchase price per share for (a) will act as the Initial Securities to be paid by the several Underwriters shall be, with respect to 29,000,000 shares, $7.62, being an underwriter amount equal to carry out the initial public offering price set forth above less $0.38 per share and, with respect to 5,000,000 shares purchased by an offering (the “Offering”) of investor identified by the Company’s ordinary shares, no par value $8.00 per share, and (b) the “Ordinary Shares”). In recognition of Option Securities to be paid by the benefit several Underwriters shall be $7.62, being an amount equal to the initial public offering price set forth above less $0.38 per share; provided that the Offering will confer upon the undersigned, and purchase price per share for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares Option Securities purchased upon the exercise of optionsthe option to purchase additional shares described in Section 2(b) (collectively, the “Lock-Up Securities”), whether now owned shall be reduced by an amount per share equal to any dividends or hereafter acquired distributions declared by the undersigned or with respect to which Company and payable on the undersigned has or hereafter acquires Initial Securities but not payable on the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Option Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything herein to the contrary set forth hereincontrary, it is understood the Engagement Agreement, dated September 22, 2023 (“Engagement Agreement”), between the Company and agreed the Placement Agent shall continue to be effective and the terms therein shall continue to survive and be enforceable by the parties hereto that all other Placement Agent in accordance with its terms, provided that, in the event of a conflict between the terms and conditions of the Engagement Letter Agreement and this Agreement, the terms of this Agreement shall remain in full force and effectprevail. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent’s responsibility to the Company is solely contractual and commercial in nature, (ii) the Placement Agent has acted at arm’s arms length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (iiiii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iiiiv) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full fullest extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an any breach or alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

General Provisions. (a) This Agreement Agreement, together with the Investment Banking Agreement, constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Notwithstanding anything herein to the contrary, the Investment Banking Agreement shall continue to be effective and the terms therein, including but not limited to Sections 4(b) and Section 5 with respect to any future offerings, shall continue to survive and be enforceable by the Placement Agent, in accordance with its terms. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement Agreement, and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered SharesSecurities. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: /s/ Txxxxx Xxxxx Name: Pxx Xxxx, Xx Txxxxx Xxxxx Title: Chief Executive Officer Chairman & CEO The foregoing Underwriting Placement Agency Agreement is hereby confirmed and agreed to accepted as of the date first above written. By: /s/ Nxxxxxxx Xxxxxxx Name: Kxxxx Xxxxx Nxxxxxxx Xxxxxxx Title: Chief Executive Officer Managing Partner 1. [_____________XXXXXXXXXX], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”) 2. In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or[XXXXXXXXXX]

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything herein to the contrary set forth hereincontrary, it is understood the Engagement Agreement, dated March 19, 2024 (“Engagement Agreement”), between the Company and agreed the Placement Agent, shall continue to be effective, including but not limited to Section D.1. therein, and the terms therein shall continue to survive and be enforceable by the parties hereto that all other Placement Agent in accordance with its terms, provided that, in the event of a conflict between the terms and conditions of the Engagement Letter Agreement and this Agreement, the terms of this Agreement shall remain in full force and effectprevail. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. If any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in that certain Securities Purchase Agreement dated as of [*], 2024 (the “Securities Purchase Agreement”), by and between the Company and the purchasers listed on the signature page thereto, the terms of the Securities Purchase Agreement shall govern and control. (b) The Company acknowledges that in connection with the Offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything herein to the contrary set forth hereincontrary, it is understood the Engagement Agreement, dated November 15, 2022 (the “Engagement Agreement”), between the Company and agreed Xxxx Capital Partners, LLC shall continue to be effective and the terms therein shall continue to survive and be enforceable by the parties hereto that all other Placement Agent in accordance with its terms, provided that, in the event of a conflict between the terms and conditions of the Engagement Letter Agreement and this Agreement, the terms of this Agreement shall remain in full force and effectprevail. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent has acted at arm’s length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. Securities Exhibit 10.1 If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything herein to the contrary set forth hereincontrary, it is understood the Engagement Agreement, dated August 16, 2019 ("Engagement Agreement"), between the Company and agreed Xxxx Capital Partners, LLC shall continue to be effective and the terms therein shall continue to survive and be enforceable by the parties hereto that all other Placement Agent in accordance with its terms, provided that, in the event of a conflict between the terms and conditions of the Engagement Letter Agreement and this Agreement, the terms of this Agreement shall remain in full force and effectprevail. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent has acted at arm’s 's length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered SharesSecurities. [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, SEELOS THERPEUTICS, INC., a Nevada corporation By: /s/ Xxx Xxxxx, Ph.D. Name: Pxx XxxxXxx Xxxxx, Xx Ph.D. Title: President and Chief Executive Officer The foregoing Underwriting Placement Agency Agreement is hereby confirmed and agreed to accepted as of the date first above written. By: /s/ Xxxxx X. Xxxxxxxxxxxx, X.X. Name: Kxxxx Xxxxx X. Xxxxxxxxxxxx, X.X. Title: Chief Executive Officer [_____________]Managing Director, 2022 Boustead SecuritiesCo-Head of Healthcare Investment Banking August 23, LLC 6 Xxxxxxx2019 Xxxx Capital Partners, Xxxxx 000 XxxxxxLLC, XX 00000 Re: Placement Agency Agreement, dated August 23, 2019, by and between Seelos Therapeutics, Inc. and Xxxx Capital Partners, LLC, acting as the placement agent Ladies and Gentlemen: The undersignedundersigned irrevocably agrees with the Company that, a stockholder, director or officer from the date hereof until ninety (90) days following the date of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares the Placement Agency Agreement (the “"Agency Agreement") entered into by and between Seelos Therapeutics, Inc. (the "Company”), understands that Boustead Securities") and Xxxx Capital Partners, LLC (the “Underwriter”"Placement Agent") will act as an underwriter in connection with the proposed public offering of shares of common stock of the Company and warrants to carry out an offering purchase shares of common stock of the Company (the “"Offering”") of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable considerationsuch period, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up "Restriction Period”"), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) not offer, pledge, sell, contract to sell, sell any option or contract to purchasehypothecate, purchase any option or contract to sell, grant any option, right or warrant to purchase pledge or otherwise transfer or dispose of (or enter into any securities transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate (as defined in the Agency Agreement) of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to, any shares of common stock of the Company (including or securities convertible, exchangeable or exercisable into, shares of common stock of the issuance of Ordinary Shares upon the exercise of options) (collectivelyCompany beneficially owned, the “Lock-Up Securities”), whether now owned held or hereafter acquired by the undersigned or (the "Securities"). Beneficial ownership shall be calculated in accordance with respect Section 13(d) of the Exchange Act. The undersigned agrees and consents to which the entry of stop transfer instructions with the Company's transfer agent and registrar agent against the transfer of Securities held by the undersigned has or hereafter acquires and the power of dispositionundersigned's Family Member (as defined below), or fileif any, or cause except in compliance with the below restrictions. The Placement Agent may consent to be filedan early release from the Restriction Period if, any registration statement under in its sole and absolute discretion, the market for the Securities Act would not be adversely impacted by sales and in cases of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other financial emergency. The restrictions contained in this letter agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that shall not apply to: (1) the Underwriter receives transfer of Securities by gift, or by will or intestate succession to a signed lock-up agreement for the balance Family Member or to a trust whose beneficiaries consist exclusively of one or more of the Lock-Up Period from each doneeundersigned and/or a Family Member, trustee provided, however, that such Family Member or transferee, as trust shall not sell any Securities prior to the case may be, expiration of the Restriction Period; (2) any such the transfer shall of Securities pursuant to a qualified domestic order or in connection with a divorce settlement; (3) the transfer of Securities to an affiliate of the undersigned or an affiliate of the manager of the undersigned in a transaction not involve involving a disposition for value, (3) provided, however, such transfers are affiliate or affiliate of the manager of the undersigned shall not required sell any Securities prior to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and expiration of the Restriction Period; (4) the undersigned does not otherwise voluntarily effect exercise (including cashless exercise) of any public filing options, warrants, convertible securities or report regarding such transfers:other rights to acquire Securities, provided, however, that the securities issued upon exercise shall remain subject to the provisions of this letter agreement; (15) as the surrender or forfeiture of Securities to the Company in a transaction exempt from Section 16(b) of the Exchange Act to satisfy tax withholding obligations upon exercise or vesting of stock options or restricted stock or restricted stock unit awards; (6) the transfer of Securities by any order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over the undersigned or any of the undersigned's properties or assets; (7) the establishment of any contract, instruction or plan (a "Plan") that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act, provided that no sales of Securities shall be made pursuant to such a Plan prior to the expiration of the Restriction Period; (8) transfers of Securities pursuant to any bona fide gift third party tender offer, merger, consolidation or giftsother similar transaction made to all holders of the Company's capital stock involving a change of control of the Company, provided, that in the event such tender offer, merger, consolidation or other such transaction is not completed, the Securities shall remain subject to the terms of this letter agreement; or (29) transactions related to any trust or other entity for Securities acquired in open market transactions after the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family completion of the undersigned (for purposes Offering or to Securities acquired in the Offering; provided that no filing under Section 16(a) of this lock-up agreement, “immediate family” the Exchange Act shall mean any relationship by blood, marriage be required or adoption, not more remote than first cousin); orshall be voluntarily made during the Restriction Period in connection with subsequent sales of Securities acquired in such open market transactions.

General Provisions. (a) Any action by the Underwriters hereunder may be taken by X.X. Xxxxxx Securities LLC on behalf of the Underwriters, and any such action taken by X.X. Xxxxxx Securities LLC shall be binding upon the Underwriters. (b) In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Partnership, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. (c) This Agreement Agreement, together with the schedules and exhibits hereto, constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. . (d) This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are If the foregoing correctly sets forth the understanding among the Ferrellgas Parties and the several Underwriters, please so indicate in the space provided below for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s lengthpurpose, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in whereupon this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, acceptance shall become constitute a binding agreement in accordance with its termsamong the Ferrellgas Parties and the Underwriters, severally. Very truly yours, FERRELLGAS PARTNERS, L.P. By: Ferrellgas, Inc., its general partner By: /s/ Xxxx X. Xxxxxxxx Name: Pxx Xxxx, Xx Xxxx X. Xxxxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer FERRELLGAS, L.P. By: Ferrellgas, Inc., its general partner By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Executive Vice President, Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and Treasurer FERRELLGAS, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer Accepted and agreed to as of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of that certain engagement letter between the Engagement Letter Company and the Underwriter, dated October 26, 2017 and its amendment dated August [ ], 2018, not otherwise superseded by the terms of this Agreement, shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten SharesOffered Securities: (i) the Underwriter has acted at arm’s length, is not an agent agents of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against any of the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered SharesSecurities. [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Dxxxx Xxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer The Company hereby agrees to indemnify and hold the Underwriter, its officers, directors, principals, employees, affiliates, and shareholders, and its successors and assigns, harmless from and against any and all loss, claim, damage, liability, deficiencies, actions, suits, proceedings and costs (including, but not limited to, reasonable legal fees and other expenses and reasonable disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever, or in appearing or preparing for appearance as witness in any proceeding, including any pretrial proceeding such as a deposition) (collectively, “Losses”) arising out of, based upon, or in any way related or attributed to, any breach of a representation, warranty or covenant by the Company contained in this Agreement. The Company will not, however, be responsible for any Losses that have resulted from the Underwriter Information or the gross negligence or willful misconduct of any individual or entity seeking indemnification or contribution hereunder. If the Underwriter receives written notice of the commencement of any legal action, suit or proceeding with respect to which the Company is or may be obligated to provide indemnification pursuant to this Schedule A, the Underwriter, as applicable, shall, within thirty (30) days of the receipt of such written notice, give the Company written notice thereof (a “Claim Notice”). Failure to give such Claim Notice within such thirty (30) day period shall not constitute a waiver by Boustead, as applicable, of its respective right to indemnity hereunder with respect to such action, suit or proceeding. Upon receipt by the Company of a Claim Notice from the Underwriter with respect to any claim for indemnification which is based upon a claim made by a third party (“Third Party Claim”), the Company may assume the defense of the Third Party Claim with counsel of its own choosing, as described below. The Underwriter shall cooperate in the defense of the Third Party Claim and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trial and appeals as may be reasonably required in connection therewith. The Underwriter shall have the right to employ its own counsel in any such action, which shall be at the Company’s expense if (i) the Company and the Underwriter shall have mutually agreed in writing to the retention of such counsel, (ii) the Company shall have failed in a timely manner to assume the defense and employ counsel or experts reasonably satisfactory to the Underwriter in such litigation or proceeding or (iii) the named parties to any such litigation or proceeding (including any impleaded parties) include the Company and the Underwriter and representation of the Company and the Underwriter by the same counsel or experts would, in the reasonable opinion of the Underwriter be inappropriate due to actual or potential differing interests between the Company and the Underwriter. The Company shall not satisfy or settle any Third Party Claim for which indemnification has been sought and is available hereunder, without the prior written consent of the Underwriter which consent shall not be delayed and which shall not be required if the Underwriter, is granted a general release in connection therewith. The indemnification provisions hereunder shall survive the termination or expiration of this Agreement. The Company further agrees, upon demand by the Underwriter, to promptly reimburse the Underwriter for, or pay, any reasonable fees, expenses or disbursements as to which the Underwriter has been indemnified herein with such reimbursement to be made currently as such fees, expenses or disbursements are incurred by the Underwriter. Notwithstanding the provisions of the aforementioned indemnification, any such reimbursement or payment by the Company of fees, expenses, or disbursements incurred by the Underwriter shall be repaid by the Underwriter in the event of any proceeding in which a final judgment (after all appeals or the expiration of time to appeal) is entered in a court of competent jurisdiction against the Underwriter based solely upon its gross negligence or intentional misconduct in the performance of its duties hereunder, and provided further, that the Company shall not be required to make reimbursement or payment for any settlement effected without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed). If for any reason the foregoing indemnification is unavailable or is insufficient to hold the Underwriter harmless, the Company agrees to contribute the amount paid or payable by the Underwriter in such proportion as to reflect not only the relative benefits received by the Company, on the one hand, and the Underwriter, on the other hand, but also the relative fault of the Company and any of the Underwriter as any relevant equitable considerations. In no event shall any Underwriter contribute in excess of the fees actually received by it pursuant to the terms of this Agreement. For purposes of this Agreement, each officer, director, shareholder, and employee or affiliate of the Underwriter and each person, if any, who controls the Underwriter (or any affiliate) within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights as the Underwriter with respect to matters of indemnification by the Company hereunder. [_____________], 2022 2018 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or00000

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything herein to the contrary set forth hereincontrary, it is understood the Engagement Agreement, dated August 17, 2020 (the “Engagement Agreement”), between the Company and agreed the Placement Agent, shall continue to be effective and the terms therein shall continue to survive and be enforceable by the parties hereto that all other Placement Agent in accordance with its terms, provided that, in the event of a conflict between the terms and conditions of the Engagement Letter Agreement and this Agreement, the terms of this Agreement shall remain in full force and effectprevail. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent has acted at arm’s arms length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. Securities If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Placement Agency Agreement is hereby confirmed and agreed to accepted as of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything herein to the contrary set forth hereincontrary, it is understood the Engagement Agreement, dated April 11, 2019 (“Engagement Agreement”), between the Company and agreed Xxxx Capital Partners, LLC shall continue to be effective and the terms therein shall continue to survive and be enforceable by Xxxx in accordance with its terms, including Section 5 and Section 7 with respect to future offerings, provided that, in the parties hereto that all other event of a conflict between the terms and conditions of the Engagement Letter Agreement and this Agreement, the terms of this Agreement shall remain in full force and effectprevail. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter has Co-Placement Agents have acted at arm’s arms length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter owes Co-Placement Agents owe the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Co-Placement Agents may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Co-Placement Agents arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. If Securities. (c) Boustead hereby waives any registration rights granted to Boustead in the foregoing is Common Stock Purchase Warrant dated March 5, 2019 in accordance connection with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement any Registration Statements (as defined in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”Registration Rights Agreement) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject filed pursuant to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orRegistration Rights Agreement.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to 5.1 Except as expressly modified by this Agreement and supersedes Agreement, all prior written or oral and all contemporaneous oral agreementsterms, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms provisions and conditions of the Engagement Letter Leases shall remain in full force and effect and in all other respects all ratified and confirmed by the Parties thereto. 5.2 This Agreement may be executed in any number of counterparts and by different parties hereto and separate counterparts, each of which when so executed and delivered shall be deem to be an original, but all of which counterparts together shall constitute but one instrument and the same instrument. 5.3 No delay on the part of Lessor in the exercise or enforcement of any right or remedy available pursuant to the Leases, this Agreement, at law or in equity or by statute or otherwise shall operate as a waiver thereof, nor shall any single or partial exercise or enforcement by Lessor of any right, power or remedy preclude other or further exercise or enforcement thereof, or the exercise or enforcement of any other right, power or remedy. 5.4 The provisions of this Agreement shall be deemed severable. If any part of this Agreement shall be unenforceable, the remainder shall remain in full force and effect. , and such unenforceable provisions shall be reformed by such court as to give maximum legal effect to the intention of the parties as expressed herein. 5.5 This Agreement shall be binding upon and shall inure to the benefit of Lessor, its directors, officers, agents, attorneys, employees, successors and assignees, and to Lessee and Molecular, its officers, agents, attorneys, employees, successors and assignees. 5.6 This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, agreements, and understandings, oral or written, of the parties with respect to the subject matter hereof except the agreements embodied in the Leases. No provision of this Agreement, including, without limitations, any provision of this section may be executed or shall be deem waive, modified or amended by the course of conduct of Molecular or Lessor or in two any other manner except by written instrument which unambiguously set forth waive, modified or more counterpartsamended and which is signed and delivered by Lessor. 5.7 This Agreement shall be governed and all rights and liabilities under it determined in accordance with the laws of the State of California in effect on this date, each one and the proper venue for any litigation arising out of this Agreement shall be Orange County, California. 5.9 If any litigation is commenced between the Parties, concerning this Agreement, or the rights and duties of either in relation to this Agreement, the party prevailing in that litigation shall be entitled, in addition to any other relief that may be granted, to a reasonable sum as and for its attorneys’ fees in that litigation which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired determined by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction court in that transfers, in whole litigation or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided a separate action brought for that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orpurpose.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, . Please sign and owes no fiduciary duties return to the Company or any other person, (ii) and Osmetech the Underwriter owes the Company only those duties and obligations set forth in enclosed duplicates of this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below letter whereupon this instrument, along with all counterparts hereof, shall letter will become a binding agreement between the Company and the several Underwriters in accordance with its terms. Very truly yours, By: Name: Pxx XxxxGENMARK DIAGNOSTICS, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to INC. By Name Its OSMETECH PLC By Name Its Confirmed as of the date first above writtenmentioned, on behalf of itself and the other several Underwriters named in Schedule I hereto. By: Name: Kxxxx XXXXX XXXXXXX & CO. By Xxxxx Title: Chief Executive Officer Xxxxxxx & Co. [ ] ThinkEquity LLC [ ] Xxxxxxx Xxxxx & Company, L.L.C. [ ] Total [ ] (1) The Underwriters may purchase up to an additional [_____________]—] Option Shares, 2022 Boustead Securitiesto the extent the option described in Section 3(b) of the Agreement is exercised, LLC 6 Xxxxxxxin the proportions and in the manner described in the Agreement. , 2010 Xxxxx Xxxxxxx & Co. as representative of the underwriters c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 000 XxxxxxXxxxxxxxxxx, XX 00000 Ladies and GentlemenDear Sirs: The undersignedGenMark Diagnostics, Inc., a stockholderDelaware corporation (“GenMark” and together with any successor (by merger or otherwise) thereto, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as intends to engage in an underwriter to carry out an initial public offering (the “Offering”) of its common stock (the Company’s “Common Stock”). Upon the effectiveness of a Scheme of Arrangement under the laws of the United Kingdom (the “Scheme of Arrangement”) prior to the consummation of the Offering, (i) GenMark will own all the outstanding capital stock of Osmetech plc, a company organized under the laws of England and Wales (“Osmetech”) and (ii) the shareholders of Osmetech will be allotted shares of Common Stock in exchange for the cancellation of their ordinary shares, no par value shares (the “Ordinary Shares”)) of Osmetech. In recognition of As an inducement to the benefit that underwriters (the Offering will confer upon “Underwriters”) to execute a purchase agreement (the undersigned, and “Purchase Agreement”) providing for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedOffering, the undersigned hereby agrees with the Underwriter thatthat without, without in each case, the prior written consent of Xxxxx Xxxxxxx & Co. (“Xxxxx Xxxxxxx”) during the Underwriter, during a period of up to 12 months from specified in the date on which the trading of the Ordinary Shares on the Senior Exchange commences next succeeding paragraph (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly not (i1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, any Ordinary Shares or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Common Stock or Ordinary Shares (including without limitation, Common Stock, Ordinary Shares or any other shares of capital stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Company (including the issuance of Ordinary Shares Securities and Exchange Commission and securities which may be issued upon the exercise of optionsa stock option or warrant) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by (collectively, the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing “Undersigned’s Securities”) or (ii2) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Lock-Up Undersigned’s Securities, whether any such swap or transaction described in clause (i1) or (ii2) above is to be settled by delivery of the Lock-Up Securities Common Stock or such other securities, in cash or otherwise. Notwithstanding The foregoing restriction is expressly agreed to preclude the foregoingundersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Undersigned’s Securities. The initial Lock-Up Period will commence on the date of this Agreement and subject continue and include the date 180 days after the date of the final prospectus used to sell Common Stock in the Offering pursuant to the conditions belowPurchase Agreement, to which you are or expect to become parties; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the undersigned may transfer Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Securities without Period will be extended until the prior written consent expiration of the Underwriter 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as followsapplicable, provided unless Xxxxx Xxxxxxx waives, in writing, such extension. The undersigned hereby acknowledges that (1) the Underwriter receives a signed lock-up agreement for Company will be requested to agree in the balance Purchase Agreement to provide written notice to the undersigned of any event that would result in an extension of the Lock-Up Period from each donee, trustee or transferee, as pursuant to the case may be, (2) previous paragraph and agrees that any such transfer shall not involve a disposition for valuenotice properly delivered will be deemed to have been given to, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the immediate family terms of this Agreement during the period from the date of this Agreement to and including the 34th day following the expiration of the undersigned initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); oras may have been extended pursuant to the previous paragraph) has expired.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent has acted at arm’s length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered SharesSecurities. [The remainder of this page has been intentionally left blank.] If the foregoing Placement Agency Agreement is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, OXYGEN BIOTHERAPEUTICS, INC., a Delaware corporation By: Name: Pxx Xxxx, Xx Xxxxxxx Xxxxxx Title: Interim Chief Executive Officer and Chief Financial Officer The foregoing Underwriting Placement Agency Agreement is hereby confirmed and agreed to accepted as of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [The Company hereby agrees to indemnify and hold Ladenburg, its officers, directors, principals, employees, affiliates, and shareholders, and their successors and assigns, harmless from and against any and all loss, claim, damage, liability, deficiencies, actions, suits, proceedings, costs and legal expenses or expense whatsoever (including, but not limited to, reasonable legal fees and other expenses and reasonable disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever, or in appearing or preparing for appearance as witness in any proceeding, including any pretrial proceeding such as a deposition) (collectively, "Losses") arising out of, based upon, or in any way related or attributed to, (i) any breach of a representation, warranty or covenant by the Company contained in this Agreement or (ii) any activities or services performed hereunder by Ladenburg, unless it is finally judicially determined in a court of competent jurisdiction that such Losses were the primary and direct result of the intentional misconduct or gross negligence of Ladenburg in performing the services hereunder or from information supplied in writing by Ladenburg to the Company expressly for use in the Preliminary Prospectus or Final Prospectus. If Ladenburg receives written notice of the commencement of any legal action, suit or proceeding with respect to which the Company is or may be obligated to provide indemnification pursuant to this Schedule A, Ladenburg shall, within thirty (30) days of the receipt of such written notice, give the Company written notice thereof (a "Claim Notice"). Failure to give such Claim Notice within such thirty (30) day period shall not constitute a waiver by Ladenburg of its right to indemnity hereunder with respect to such action, suit or proceeding. Upon receipt by the Company of a Claim Notice from Ladenburg with respect to any claim for indemnification which is based upon a claim made by a third party ("Third Party Claim"), the Company may assume the defense of the Third Party Claim with counsel of its own choosing, as described below. Ladenburg shall cooperate in the defense of the Third Party Claim and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trial and appeals as may be reasonably required in connection therewith. Ladenburg shall have the right to employ its own counsel in any such action, which shall be at the Company's expense if (i) the Company and Ladenburg shall have mutually agreed in writing to the retention of such counsel, (ii) the Company shall have failed in a timely manner to assume the defense and employ counsel or experts reasonably satisfactory to Ladenburg in such litigation or proceeding or (iii) the named parties to any such litigation or proceeding (including any impleaded parties) include the Company and Ladenburg and representation of the Company and Ladenburg by the same counsel or experts would, in the reasonable opinion of Ladenburg, be inappropriate due to actual or potential differing interests between the Company and Ladenburg. The Company shall not satisfy or settle any Third Party Claim for which indemnification has been sought and is available hereunder, without the prior written consent of Ladenburg, which consent shall not be delayed and which shall not be required if Ladenburg is granted a release in connection therewith. The indemnification provisions hereunder shall survive the termination or expiration of this Agreement. The Company further agrees, upon demand by Ladenburg, to promptly reimburse Ladenburg for, or pay, any fees, expenses or disbursements as to which Ladenburg has been indemnified herein with such reimbursement to be made currently as any such fees, expenses or disbursements are incurred by Ladenburg. Notwithstanding the provisions of the aforementioned indemnification, any such reimbursement or payment by the Company of fees, expenses, or disbursements incurred by Ladenburg shall be repaid by Ladenburg in the event of any proceeding in which a final judgment (after all appeals or the expiration of time to appeal) is entered in a court of competent jurisdiction against Ladenburg based solely upon its gross negligence or intentional misconduct in the performance of its duties hereunder, and provided further, that the Company shall not be required to make reimbursement or payment for any settlement effected without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed). If for any reason the foregoing indemnification is unavailable or is insufficient to hold Ladenburg harmless, the Company agrees to contribute the amount paid or payable by Ladenburg in such proportion as to reflect not only the relative benefits received by the Company, on the one hand, and Ladenburg, on the other hand, but also the relative fault of the Company and Ladenburg as well as any relevant equitable considerations. In no event shall Ladenburg contribute in excess of the fees actually received by it pursuant to the terms of this Agreement. For purposes of this Agreement, each officer, director, shareholder, and employee or affiliate of Ladenburg and each person, if any, who controls Ladenburg (or any affiliate) within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended, shall have the same rights as Ladenburg with respect to matters of indemnification by the Company hereunder. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Warrant Shares: ______ Initial Exercise Date: _______ ___, 2013 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on _____________]_ _______, 2022 Boustead Securities2016 (the “Termination Date”) but not thereafter, LLC 6 Xxxxxxxto subscribe for and purchase from Oxygen Biotherapeutics, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersignedInc., a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares Delaware corporation (the “Company”), understands that Boustead Securitiesup to ______ shares (as subject to adjustment hereunder, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “OfferingWarrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Company’s ordinary sharesExercise Price, no par value (the “Ordinary Shares”as defined in Section 2(b). In recognition This Warrant is issued by the Company as of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent date hereof pursuant to (i) Section 1(b) of the UnderwriterPlacement Agent Agreement, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences dated __________ ___, 2013 (the “Lock-Up PeriodPAA”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of between the Company and Ladenburg Xxxxxxxx & Co. Inc. and (including the issuance ii) Section 4(2) of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orRule 506 promulgated thereunder.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect,. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent has acted at arm’s arms length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. Securities If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: /s/ Ilan Denieli Name: Pxx Xxxx, Xx Ilan Denieli Title: Chief Executive Officer The foregoing Underwriting Placement Agency Agreement is hereby confirmed and agreed to accepted as of the date first above written. By: /s/ Aegis Capital Corp. Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Form of Lock-Up Agreement Xxxxx Capital Corp. 000 Xxxxxxx Xxxxxx, XX 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersignedundersigned understands that Aegis Capital Corp. (the “Placement Agent”) proposes to enter into Placement Agency Agreement (the “Placement Agency Agreement”) with Precipio, Inc., a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares Delaware corporation (the “Company”), understands that Boustead Securities, LLC providing for the placement (the “UnderwriterPlacement”) will act as an underwriter to carry out an offering of shares of Series C Preferred Stock, par value $0.01 per share, (the “OfferingShares”) and warrants to purchase shares of common stock, par value $0.01, of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto but all of which together shall constitute one and hereto were upon the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or other electronic means shall constitute effective execution and delivery of this Agreement by the parties hereto and may be used in lieu of the original signature pages to this Agreement for all purposes. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The Article and Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shareshereof. If the foregoing is in accordance with your understanding of our agreement, please sign below and return to the Company and the Attorney-in-Fact for the Selling Shareholders a counterpart hereof, whereupon this instrument, along with all counterparts hereofcounterparts, shall will become a binding agreement among the Underwriters, the Company and the Selling Shareholders in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx TitleXxxxx Xxxxxxx Its: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to President By: THE SELLING SHAREHOLDERS named in Schedule B hereto, acting separately By: Name: Xxxxx Xxxxxxx By: Name: Xxxxxx Xxxxxxx Each, as Attorney-in-Fact acting on behalf of the Selling Shareholders named in Schedule B hereto, acting separately CONFIRMED AND ACCEPTED, as of the date first above written: XXXXX, XXXXXXXX & XXXXX, INC. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile or other electronic transmission (e.g., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please kindly sign below and return to the Laredo Parties the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yoursLaredo Petroleum, Inc. By: /s/ Bxxxx X. Xxxxxxxxx Name: Pxx Xxxx, Xx Bxxxx Xxxxxxxxx Title: Senior Vice President and Chief Executive Financial Officer Laredo Midstream Services, LLC By: /s/ Bxxxx X. Xxxxxxxxx Name: Bxxxx Xxxxxxxxx Title: Senior Vice President and Chief Financial Officer Garden City Minerals, LLC By: /s/ Bxxxx X. Xxxxxxxxx Name: Bxxxx Xxxxxxxxx Title: Senior Vice President and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to accepted as of the date first above written. for itself and on behalf of the several Initial Purchasers named in Schedule A hereto By: /s/ Rxx XxXxxx Name: Kxxxx Xxxxx Rxx XxXxxx Title: Chief Executive Officer [_____________], 2022 Boustead Director Wxxxx Fargo Securities, LLC 6 Xxxxxxx$ 140,000,000 BofA Securities, Xxxxx 000 XxxxxxInc. $ 44,000,000 Capital One Securities, XX 00000 Ladies and Gentlemen: The undersignedInc. $ 28,000,000 PNC Capital Markets LLC $ 28,000,000 Citigroup Global Markets Inc. $ 28,000,000 Truist Securities, a stockholderInc. $ 28,000,000 KeyBanc Capital Markets Inc. $ 28,000,000 WoodRock Securities, director or officer of WXXX & LXX GROUPL.P. $ 28,000,000 Mizuho Securities USA LLC $ 28,000,000 Comerica Securities, IncInc. $ 10,000,000 Zions Direct, a British Virgin Islands business company limited Inc. $ 10,000,000 Total $ 400,000,000 Laredo Midstream Services, LLC Garden City Minerals, LLC This Pricing Term Sheet is qualified in its entirety by shares reference to the Preliminary Offering Memorandum dated July 12, 2021 (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “OfferingPreliminary Offering Memorandum”) of Laredo Petroleum, Inc. The information in this Pricing Term Sheet supplements the Company’s ordinary shares, no par value (Preliminary Offering Memorandum and supersedes the “Ordinary Shares”). In recognition of information in the benefit that Preliminary Offering Memorandum to the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees extent inconsistent with the Underwriter that, without information in the prior written consent of Preliminary Offering Memorandum. Terms used herein and not defined herein have the Underwriter, during a period of up to 12 months from meanings assigned in the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement Preliminary Offering Memorandum. The Notes have not been registered under the Securities Act of 1933, as amendedamended (the “Securities Act”), or the securities laws of any other jurisdiction. The Notes may be offered only in transactions that are exempt from registration under the Securities Act and applicable state securities laws. Accordingly, the Notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with respect to any Regulation S under the Securities Act. Issuer: Laredo Petroleum, Inc. Guarantors: Certain of the foregoing issuer’s current and future domestic restricted subsidiaries will, subject to certain customary exceptions, fully and unconditionally guarantee, jointly and severally, the notes so long as each such entity guarantees or (ii) enter into any swap becomes an obligor of our senior secured credit facility or other debt of the issuer or any other agreement or any transaction that transfersrestricted subsidiary of the issuer, in whole or each case, in part, directly or indirectlyexcess of $10 million. Not all of the issuer’s future subsidiaries will be required to become guarantors. If the issuer cannot make payments on the notes when they are due, the economic consequence of ownership of the Lock-Up Securitiesguarantors must make them instead. Ratings (Mxxxx’x / S&P)*: (B3 / B) Security Type: Senior Unsecured Notes Form: Rule 144A/Regulation S for life Pricing (Trade) Date: July 13, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by 2021 Settlement Date: July 16, 2021 We expect that delivery of the Locknotes will be made to investors on or about July 16, 2021, which will be the third business day following the date hereof (such settlement being referred to as “T+3”). Under Rule 15c6-Up 1 under the Securities or Exchange Act of 1934, trades in the secondary market are required to settle in two business days, unless the parties to any such other securities, in cash or trade expressly agree otherwise. Notwithstanding the foregoingAccordingly, and subject purchasers who wish to trade notes prior to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent delivery of the Underwriter as followsnotes hereunder will be required, provided that (1) the Underwriter receives a signed lock-up agreement for the balance by virtue of the Lock-Up Period from each doneefact that the notes initially settle in T+3, trustee or transferee, as to specify an alternate settlement arrangement at the case may be, (2) time of any such transfer shall not involve trade to prevent a disposition for valuefailed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors. Net Proceeds (after deducting discounts and commissions and estimated offering expenses): $392,000,000 Principal Amount: $400,000,000 Maturity Date: July 31, 2029 Interest Payment Dates: January 31 and July 31, commencing January 31, 2022 Record Dates: January 15 and July 15 Coupon: 7.750% Issue Price: 100.000%, plus accrued interest, if any, from July 16, 2021 Optional Redemption: Prior to July 31, 2024, make-whole call @ T+50 bps then at the following redemption prices (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) expressed as a bona fide gift or gifts; or (2percentage) of principal plus accrued and unpaid interest: July 31, 2024 103.8750% July 31, 2025 101.9375% July 31, 2026 and thereafter 100.000% Equity Clawback: Prior to any trust or other entity for the direct or indirect benefit ofJuly 31, or wholly2024, up to 35% at 107.750% of principal plus accrued and unpaid interest. Change of Control: Put at 101.000% of principal plus accrued and unpaid interest. CUSIP Numbers: Rule 144A: 516806 AH9 Regulation S: U51319 AE8 ISIN Numbers: Rule 144A: US516806AH93 Regulation S: USU51319AE89 Lead Joint Book-owned byRunning Manager: Wxxxx Fargo Securities, the undersigned or the immediate family of the undersigned (for purposes of this lockLLC Joint Book-up agreementRunning Managers: BofA Securities, “immediate family” shall mean any relationship by bloodInc., marriage or adoptionCapital One Securities, not more remote than first cousin); orInc., Citigroup Global Markets Inc., KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, PNC Capital Markets LLC, Truist Securities, Inc. and WoodRock Securities, L.P. Co-Managers: Comerica Securities, Inc. and Zions Direct, Inc.

General Provisions. (a) This Agreement constitutes the entire agreement of MDB and the parties Company with respect to this Agreement the Offering, and supersedes all prior or contemporaneous written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterpartscounterparts (including via facsimile or by emailed document in PDF format), each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: /s/ Xxxx Xxxxxxxxx Name: Pxx Xxxx, Xx Xxxx Xxxxxxxxx Title: Chief Executive Officer President and CEO The foregoing Underwriting Placement Agency Agreement is hereby confirmed and agreed to accepted by MDB as of the date first above written. By: /s/ Xxxxxxx Xxxxxxxxxxxxxx Name: Kxxxx Xxxxx Xxxxxxx Xxxxxxxxxxxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, Principal MDB CAPITAL GROUP LLC 6 Xxxxxxx000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 0000 Xxxxx Xxxxxx, XX Xxxxxxxxxx 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer In further consideration of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited the engagement by shares ZBB Energy Corporation (the “Company”)) of MDB Capital Group LLC ("MDB") to act as the Company’s non-exclusive placement agent in connection with a potential Offering or Offerings of securities, understands as such engagement is described in that Boustead Securities, LLC letter agreement between us of even date (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up PeriodEngagement Agreement”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract Company agrees to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933indemnify MDB and certain other persons provided for herein, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

General Provisions. (a) This Agreement constitutes and the provisions of the Purchase Agreements referenced herein constitute the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of including the Engagement Letter shall remain in full force Agreement, dated [ ], 2023, between the Company and Titan Partners, which is hereby superseded and replaced and is of no further effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten SharesOffering: (i) the Underwriter Placement Agent has acted at arm’s length, is not an agent of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered SharesRegistered Securities and Warrants. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, a Delaware corporation By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Placement Agency Agreement is hereby confirmed and agreed to accepted as of the date first above written. By: Name: Kxxxx Xxxxx Vxxxx Xxxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Officer 1. Axxxxx Xxxxx 2. Dx. Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”)Xxxxxxxxx 3. In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orExxxxx Xxxxx

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything herein to the contrary set forth hereincontrary, it is understood the Engagement Agreement, dated October 5, 2020 (“Engagement Agreement”), as amended, between the Company and agreed the Placement Agent, shall continue to be effective and the terms therein shall continue to survive and be enforceable by the parties hereto that all other Placement Agent in accordance with its terms, provided that, in the event of a conflict between the terms and conditions of the Engagement Letter Agreement and this Agreement, the terms of this Agreement shall remain prevail and that amounts payable to the Placement Agent hereunder with respect to the Offering shall be in full force satisfaction of the payment obligations of the Company with respect to the Offering under the Engagement Agreement, and effectthe Company shall not be liable under the Engagement Agreement for payment of duplicative amounts. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten SharesOffering: (i) the Underwriter Placement Agent has acted at arm’s length, is not an agent of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering Offering. [The remainder of the Offered Shares. this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Placement Agency Agreement is hereby confirmed and agreed to accepted as of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

General Provisions. (a) This Joinder Agreement constitutes the entire agreement of the parties to this Joinder Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Joinder Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this Joinder Agreement by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof. This Joinder Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Joinder Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below indicate your acceptance of this Joinder Agreement by signing in the space provided below, whereupon this instrument, along with all counterparts hereof, shall Joinder Agreement will become a binding agreement in accordance with its termsterms as of the date first written above. Very truly yours, [ADDITIONAL GUARANTORS] By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Joinder Agreement is hereby confirmed and agreed to accepted by the Underwriters as of the date first above written. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Acting on behalf of itself and as Representative of the several Underwriters By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________]Opinion of counsel for the Partnership to be delivered pursuant to Section 5 of the Underwriting Agreement. (a) The General Partner is validly existing as a limited liability company and is in good standing under the laws of the State of Delaware. (b) The Partnership is validly existing as a limited partnership and is in good standing under the laws of the State of Delaware. Finance Corp. is validly existing as a corporation and is in good standing under the laws of the State of Delaware. (c) Each Guarantor, 2022 Boustead Securitiesother than any of the Non-Covered Entities, LLC 6 Xxxxxxxand, Xxxxx 000 Xxxxxxto the extent not constituting a Guarantor, XX 00000 Ladies each Significant Subsidiary is validly existing as a corporation, limited liability company or limited partnership, as applicable, in good standing under the laws of the State of Delaware. (d) Each of the Partnership Entities is duly qualified (or, in the case of the State of Texas has the right to transact business) as a foreign corporation, limited liability company or limited partnership, as applicable, in the jurisdictions so identified on Schedule B attached to such counsel’s opinion. Each of the Partnership Entities has all requisite entity power to own its respective properties and Gentlemen: conduct its business, in each case in all material respects, as described in the Preliminary Prospectus and the Prospectus. The undersignedPartnership has the partnership power and authority necessary to execute and deliver, incur and perform any obligations it may have under any of the Transaction Documents to which it is a stockholderparty, director the Purchase Agreement and the Partnership Agreement. Finance Corp. has the corporate power and authority necessary to execute and deliver, incur and perform any obligations it may have under any of the Transaction Documents to which it is a party. Each of the Guarantors (other than the Non-Covered Entities) has the corporate or officer other entity power and authority necessary to execute and deliver, incur and perform any obligations it may have under any of WXXX & LXX GROUPthe Transaction Documents to which it is a party. The General Partner has the limited liability company power and authority necessary to act as the general partner of the Partnership. 2. As of the date hereof, Inc, a British Virgin Islands business company the issued and outstanding limited by shares partner interests of the Partnership consist of 99,589,221 Common Units – Class A (the “CompanyCommon Units”), understands that Boustead Securities, LLC ) and 39,997 Common Units - Class B (the “UnderwriterClass B Units”). All outstanding Common Units and Class B Units and, in each case, the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) will act and nonassessable (except as an underwriter to carry out an offering such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “OfferingDelaware LP Act”)). 3. The General Partner (i) is the sole general partner of the Company’s ordinary sharesPartnership and owns (of record) a non-economic general partner interest in the Partnership, no par value (ii) is the sole general partner of Genesis Crude Oil, L.P., a Delaware limited partnership (the “Ordinary SharesOperating Partnership”). In recognition ) and owns (of record) a 0.01% general partner interest in the benefit that Operating Partnership and (iii) owns (of record) a non-economic general partner interest in Genesis Pipeline USA, L.P. Other than the Offering will confer upon general partner interests described in the undersigned, and for other good and valuable considerationpreceding sentence, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in partPartnership, directly or indirectly, the economic consequence owns (of ownership record) 100% of the Locklimited partner interest, limited liability company interest or other equity interest in each Significant Subsidiary. Each such general partner interest, limited partner interest, limited liability company interest and other equity interest has been duly authorized and validly issued in accordance with the Constitutive Documents of the Partnership and each respective Significant Subsidiary, is fully paid (to the extent required under its respective Constitutive Documents) and non-Up Securitiesassessable (except (x) with respect to those Significant Subsidiaries that are Delaware limited partnerships, whether any as such swap nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act or transaction described (y) with respect to those Significant Subsidiaries that are Delaware limited liability companies, as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)), and, in clause each case, is owned as specified in the two preceding sentences, free and clear of all liens, encumbrances, security interests, charges or claims (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the General Partner, the Partnership or any Significant Subsidiary as a “debtor” was on file as of July 15, 2015 in the office of the Secretary of State of the State of Delaware or (ii) above is otherwise known to be settled such counsel, in the case of (i) and (ii), other than those (A) created under the Delaware LP Act, the Delaware LLC Act or the Delaware General Corporation Law (the “DGCL”), (B) created in connection with the Partnership’s or the Significant Subsidiaries’ credit facilities constituting Partnership SEC Documents, (C) created by the Constitutive Documents of the Partnership Entities, or (D) as disclosed in the Preliminary Prospectus and the Prospectus. 4. Except as described in the Preliminary Prospectus and the Prospectus or, in the case of transfer restrictions, options to purchase, other rights to subscribe or to purchase, voting restrictions and preemptive rights, created by the Constitutive Documents of any Partnership Entity, there are no options, warrants, preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity interests in any Partnership Entity pursuant to any Constitutive Document of any Partnership Entity or any other Partnership SEC Document, other than those restrictions upon the transfer of equity interests created in connection with the Partnership’s or the Significant Subsidiaries’ credit facilities constituting Partnership SEC Documents. Neither (i) the filing of the Registration Statement nor (ii) the offering or sale of the Notes as contemplated by the Underwriting Agreement gives rise under any Partnership SEC Document (as listed on Exhibit C to such counsel’s opinion) to any preemptive right, right of first refusal or other similar right to subscribe for or purchase securities of the Partnership or Finance Corp. 5. The Partnership has all requisite partnership power and authority to (i) issue, sell and deliver the Notes, in accordance with and upon the terms and conditions set forth in the Underwriting Agreement and the Partnership Agreement and (ii) execute and deliver the Purchase Agreement. Finance Corp has all requisite corporate power and authority to issue, sell and deliver the Notes, in accordance with and upon the terms and conditions set forth in the Underwriting Agreement. (a) The execution and delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent Transaction Documents by each of the Underwriter as follows, provided that (1) Covered Entities party thereto and the Underwriter receives a signed lock-up agreement for the balance performance by each of the Lock-Up Period from each donee, trustee Covered Entities of its respective obligations under the Transaction Documents to which it is a party has been duly authorized by all necessary corporate or transfereeentity action, as applicable, on the case may be, (2) any part of each of such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:Covered Entities. (1b) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family Each of the undersigned (for purposes Transaction Documents has been duly authorized, executed and delivered by each of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orthe Covered Entities that is a party to such Transaction Document.

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything herein to the contrary set forth hereincontrary, it is understood the Engagement Agreement, dated November 10, 2021 (“Engagement Agreement”), between the Company and agreed Placement Agent, shall continue to be effective and the terms therein shall continue to survive and be enforceable by the parties hereto that all other Placement Agent in accordance with its terms, provided that, in the event of a conflict between the terms and conditions of the Engagement Letter Agreement and this Agreement, the terms of this Agreement shall remain in full force and effectprevail. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent has acted at arm’s arms’ length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered Shares. Securities If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: /s/ Xxx Xxxxx Name: Pxx Xxxx, Xx Xxx Xxxxx Title: Chief Executive Officer The foregoing Underwriting Placement Agency Agreement is hereby confirmed and agreed to accepted as of the date first above written. By: /s/ Xxxx X. Viklund Name: Kxxxx Xxxxx Xxxx X. Viklund Title: Chief Executive Officer [_____________], 2022 Boustead SecuritiesFORM OF LOCK-UP AGREEMENT X.X. Xxxxxxxxxx & Co., LLC 6 Xxxxxxx000 Xxxx Xxxxxx Xxx Xxxx, Xxxxx 000 Xxxxxx, XX Xxx Xxxx 00000 RE: ERYTECH Pharma S. A. (the “Company”) Ladies and Gentlemen: The undersignedundersigned is an officer or director of the Company and/or a record or beneficial owner of ordinary shares, a stockholdernominal value €0.10 per share, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares the Company (the “CompanyOrdinary Shares”), understands that Boustead Securitiesor American Depositary Shares of the Company (“ADSs”), LLC (the “Underwriter”) will act as an underwriter each representing one Ordinary Share, or securities convertible into or exchangeable or exercisable for ADSs or Ordinary Shares. The Company proposes to carry out an conduct a public offering of ADSs and warrants (the “Offering”) of for which X.X. Xxxxxxxxxx & Co., LLC (“Xxxxxxxxxx”) will act as the Company’s ordinary shares, no par value (the “Ordinary Shares”)placement agent. In recognition of the benefit The undersigned recognizes that the Offering will confer upon benefit each of the Company and the undersigned. The undersigned acknowledges that Xxxxxxxxxx is relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering into a placement agency agreement (the “PAA Agreement”) with the Company with respect to the Offering. Annex A sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this letter agreement. Those definitions are a part of this letter agreement. In addition, any capitalized terms used but not defined in the body of this letter agreement or in Annex A hereto shall have the meanings set forth in the PAA Agreement. In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with that, during the Underwriter thatLock-up Period, the undersigned will not (and will cause any Family Member not to), without the prior written consent of Xxxxxxxxxx, which may withhold their consent in their sole discretion: • Sell or Offer to Sell any ADSs, Ordinary Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the UnderwriterExchange Act) by the undersigned or such Family Member; • enter into any Swap; • make any demand for, during a period of up to 12 months from or exercise any right with respect to, the date on which registration under the trading Securities Act of the offer and sale of any ADSs, Ordinary Shares on or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration; or • publicly announce any intention to do any of the Senior Exchange commences (foregoing. The foregoing will not apply to the “Lock-Up Period”)registration of the offer and sale of the offered ADSs and warrants in the Offering, and the sale of the offered ADSs and warrants in the Offering, in each case as contemplated by the PAA Agreement. In addition, the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly foregoing restrictions shall not apply to (i) if the undersigned is an individual, dispositions solely in connection with the “cashless” exercise of stock options (the term “cashless” exercise being intended to include the sale or disposition of a portion of the option shares or previously owned shares to the Company to cover payment of the exercise price) for the purpose of exercising such stock options (including sales in respect of tax liabilities arising from such exercise and sale), provided that any Ordinary Shares, ADSs or other capital stock received upon such exercise shall be subject to all of the restrictions set forth herein, (ii) following completion of the Offering, transfers pursuant to a bona fide third-party tender offer, pledgemerger, sell, contract consolidation or other similar transaction made to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose all holders of any securities the Company’s capital stock involving a change of control of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectivelywithout limitation, the “Lockentering into any lock-Up Securities”)up, whether now owned voting or hereafter acquired by the undersigned or with respect similar agreement pursuant to which the undersigned has may agree to transfer, sell, tender or hereafter acquires the power otherwise dispose of dispositionADSs, Ordinary Shares or other such securities in connection with such transaction, or file, vote any ADSs or cause to be filed, any registration statement under the Securities Act Ordinary Shares or other such securities in favor of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as followstransaction), provided that (1A) the Underwriter Xxxxxxxxxx receives a signed lock-up letter agreement from the recipient of such ADSs, Ordinary Shares or other Related Securities, in the form hereof, for the balance of the Lock-Up Period from each doneewith respect to any such ADSs, trustee Ordinary Shares or transfereeother Related Securities, (B) in the event that after such tender offer, merger, consolidation or other similar transaction, any ADSs, Ordinary Shares or other Related Securities are not transferred, sold or tendered, such ADSs, Ordinary Shares or other Related Securities held by the undersigned shall remain subject to the provisions hereof, and (C) in the event that such tender offer, merger, consolidation or other such transaction is not completed, the ADSs, Ordinary Shares or other Related Securities held by the undersigned shall remain subject to the provisions hereof, (iii) if the undersigned is a corporation, partnership, limited liability company or other business entity, transfers (A) to another corporation, partnership, limited liability company or other business entity that is a direct or indirect affiliate (as described in Rule 405 promulgated under the Securities Act) of the undersigned or (B) to a shareholder, partner, member or other equity holder, as the case may be, (2) of such corporation, partnership, limited liability company or other business entity if, in any such case, such transfer shall is not involve a disposition for value, (3iv) the transfer of ADSs, Ordinary Shares or Related Securities by gift, or by will or intestate succession, (v) transfers pursuant to a so-called “living trust” or other revocable trust established to provide for the disposition of property on the undersigned’s death, in each case to any Family Member, or transfers to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or one or more Family Members, (vi) by operation of law pursuant to a domestic order, negotiated divorce settlement or other court order, (vii) transfers or dispositions of Ordinary Shares or ADSs acquired in the Offering, (viii) transfers to the Company in connection with the repurchase of ADSs or Ordinary Shares in connection with the termination of the undersigned’s employment with the Company pursuant to contractual agreements with the Company as in effect as of the date of the Prospectus and (ix) exercises of warrants outstanding and held by the undersigned on the date hereof; provided, however, that in the cases of clauses (iii), (iv), (v), (vi), and (ix), it shall be a condition to such transfers are transfer that: • each donee, transferee or distributee executes and delivers to Xxxxxxxxxx an agreement in form and substance satisfactory to Xxxxxxxxxx stating that such donee, transferee or distributee is receiving and holding such ADSs, Ordinary Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not required to be reported Sell or Offer to Sell such ADSs, Ordinary Shares and/or Related Securities, engage in any Swap or engage in any other activities restricted under this letter agreement except in accordance with this letter agreement (as if such donee, transferee or distributee had been an original signatory hereto); and that in the cases of clauses (iii) through (ix), it shall be a condition to such transfer that: • prior to the expiration of the Lock-up Period, no public report disclosure or filing under the Exchange Act or the Regulation (EU) No 596/2014 of the European Parliament and of the Council (Market Abuse Regulation) by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of ADSs, Ordinary Shares or Related Securities in connection with such transfer. Notwithstanding the foregoing, this letter agreement shall not restrict the delivery of ADSs, Ordinary Shares or Related Securities to the undersigned upon the vesting, conversion or exercise of any securities or other rights that are settled by or are convertible or exercisable into ADSs, Ordinary Shares or Related Securities in accordance with their terms; provided that such ADSs, Ordinary Shares or Related Securities delivered to the undersigned in connection with such settlement, conversion or exercise are subject to the restrictions set forth in this letter agreement. The undersigned may enter into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act relating to the sale of ADSs, Ordinary Shares or other Related Securities of the Company, provided that the ADSs, Ordinary Shares or other Related Securities subject to such plan may not be sold and no public disclosure of any such plan shall be required or shall be voluntarily made by any person until after the expiration of the Lock-up Period. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s Depositary, transfer agent or registrar against the transfer of ADSs, Ordinary Shares and/or Related Securities and Exchange Commission, or otherwise and (4) held by the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) and the undersigned’s Family Members, if any, except in compliance with the foregoing restrictions. With respect to any trust or other entity for the direct or indirect benefit of, or wholly-owned byOffering only, the undersigned or waives any registration rights relating to registration under the immediate family Securities Act of the offer and sale of any ADSs, Ordinary Shares and/or any Related Securities owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. The undersigned confirms that the undersigned has not, and has no knowledge that any Family Member has, directly or indirectly, taken any action designed to or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the ADSs. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such action. Whether or not the Offering occurs as currently contemplated or at all depends on market conditions and other factors. The Offering will only be made pursuant to the PAA Agreement, the terms of which are subject to negotiation between the Company and Xxxxxxxxxx. The undersigned hereby represents and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. If (i) the Company notifies Xxxxxxxxxx in writing that it does not intend to proceed with the Offering, (ii) the PAA Agreement is not executed by the parties thereto on or prior to January 15, 2022, or (iii) the PAA Agreement (other than the provisions thereof that survive termination) terminates or is terminated prior to payment for purposes and delivery of the securities to be sold thereunder, then this lock-up letter agreement shall automatically terminate and become null and void, and the undersigned shall automatically be released from its obligations under this letter agreement. This letter agreement shall be governed by, “immediate family” shall mean any relationship by bloodand construed in accordance with, marriage or adoption, not more remote than first cousin); orthe laws of the State of New York. Signature Printed Name of Person Signing

General Provisions. (a) This Underwriting Agreement constitutes the entire agreement of the parties to this Underwriting Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto including that all other terms and conditions of the certain Engagement Letter shall remain in full force by and effectbetween Sandler and the Company dated January 6, 2014, as amended on April 29, 2014. This Underwriting Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto but all of which together shall constitute one and hereto were upon the same instrument. The exchange of copies of this Underwriting Agreement and of signature pages by facsimile or other electronic means shall constitute effective execution and delivery of this Underwriting Agreement by the parties hereto and may be used in lieu of the original signature pages to this Underwriting Agreement for all purposes. This Underwriting Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section The headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shareshereof. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign below whereupon this instrument, along with all and return to us four counterparts hereof, and upon the acceptance hereof by the Representative, on behalf of each of the Underwriters, this letter and such acceptance hereof shall become constitute a binding agreement among each of the Underwriters, the Company and the Bank. It is understood that the Representative’s acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in accordance with its termsa form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the Representative’s part as to the authority of the signers thereof. Very truly yours, SERVISFIRST BANCSHARES, INC. By: /s/ Txxxxx X. Xxxxxxxxx, III Name: Pxx XxxxTxxxxx X. Xxxxxxxxx, Xx III Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to President SERVISFIRST BANK By: /s/ Txxxxx X. Xxxxxxxxx, III Name: Txxxxx X. Xxxxxxxxx, III Title: President as of the date first above written: SANDLER O’XXXXX & PARTNERS, L.P. By: SANDLER O’XXXXX & PARTNERS, L.P. For itself and as Representative of the other Underwriters named in Schedule A hereto. By: Sandler O’Xxxxx & Partners Corp., the sole general partner By: /s/ Rxxxxx X. Xxxxxxxx Name: Kxxxx Xxxxx Rxxxxx X. Xxxxxxxx Title: Chief Executive An Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company Name of Underwriter Number of Initial Securities Sandler O’Xxxxx & Partners, L.P. 437,500 Rxxxxxx Jxxxx & Associates, Inc. 187,500 Total 625,000 Issuer Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold ServisFirst Bancshares, Inc. 625,000 93,750 Total 718,750 None. ServisFirst Bancshares, Inc. 625,000 Shares of Common Stock (including Par Value $0.001 Per Share) 1. The initial public offering price per share for the issuance of Ordinary Shares Securities, determined as provided in said Section 2, shall be $91.00. 2. The purchase price per share for the Securities to be paid by the several Underwriters shall be $85.54, being an amount equal to the initial public offering price set forth above less $5.46 per share; provided that the purchase price per share for any Option Securities purchased upon the exercise of optionsthe option described in Section 2(b) (collectively, the “Lock-Up Securities”), whether now owned shall be reduced by an amount per share equal to any dividends or hereafter acquired distributions declared by the undersigned or with respect to which Company and payable on the undersigned has or hereafter acquires Initial Securities but not payable on the power of dispositionOption Securities. Xxxxxxx E. Xxxxx Txxxxx X. Xxxxxxxxx, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orIII

General Provisions. (a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters matter hereof. Notwithstanding anything herein to the contrary set forth hereincontrary, it is understood the Engagement Agreement, dated March 22, 2017 and agreed as amended on March 28, 2017 (“Engagement Agreement”), between the Company and B. Xxxxx & Co., LLC, shall continue to be effective and the terms therein shall continue to survive and be enforceable by the parties hereto that all other Representative in accordance with its terms, provided that, in the event of a conflict between the terms and conditions of the Engagement Letter Agreement and this Agreement, the terms of this Agreement shall remain in full force and effectprevail. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering offering of the Underwritten SharesSecurities: (i) the Underwriter Placement Agent has acted at arm’s arms length, is are not an agent agents of, and owes owe no fiduciary duties to the Company or any other person, (ii) the Underwriter Placement Agent owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering offering of the Offered SharesSecurities. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, a Nevada corporation By: /s/ Mxx Xxxxxxx-Bieschin Name: Pxx Xxxx, Xx Mxx Xxxxxxx-Bieschin Title: Chief Executive Financial Officer The foregoing Underwriting Placement Agency Agreement is hereby confirmed and agreed to accepted as of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

General Provisions. (a) This Agreement constitutes the entire agreement The rights and obligations of the parties hereto shall bind and inure to the benefit of their respective successors, heirs, executors, administrators and permitted assigns. Because the Company has specifically contracted for Advisor’s Services, Advisor may not assign or delegate Advisor’s obligations under this Agreement and supersedes all prior written either in whole or oral and all contemporaneous oral agreements, understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (b) The Company acknowledges that in connection with the Offering of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, part without the prior written consent of the Underwriter, during a period of up Company. The Company may assign its rights and obligations hereunder to 12 months from the date on which the trading any person or entity that succeeds to all or substantially all of the Ordinary Shares on Company’s business. (b) Because Advisor’s Services are personal and unique and because Advisor may have access to and become acquainted with the Senior Exchange commences (Confidential Information of the “Lock-Up Period”)Company, the undersigned will notCompany shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement and without the prior written consent requirement to post a bond or other security. (c) This Agreement shall be governed by and construed according to the laws of the UnderwriterState of New York, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any statute of limitations and without regards to conflicts of laws rules. The parties consent to the jurisdiction of all federal and state courts in New York, and agree that venue shall lie exclusively in New York County, New York. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, that provision shall be severed and the remainder of this Agreement shall continue in full force and effect. (d) This Agreement and the Exhibit hereto, constitute the final, exclusive and complete understanding and agreement of the foregoing parties and supersedes all prior understandings and agreements. Any waiver, modification or amendment of any provision of this Agreement shall be effective only if in writing and signed by the parties. (iie) enter into any swap Any notices required or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to permitted hereunder shall be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject given to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter appropriate Party as follows: · To Company: Attention Xxxx Xxxxxxxx , provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee000 Xxxxxx Xxxxxx, trustee or transfereeXxxxxxxxx Xxxxxx, XX 00000. · To Advisor: Xxxxxxx Xxxxx & Co. Ltd. Attention: Xxx Xxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000. · Such other address as the case may beParty shall specify in writing pursuant to this notice provision. Such notice shall be deemed given upon personal delivery to the appropriate address, upon delivery by facsimile or electronic mail (2) any such transfer shall not involve a disposition for valuewith delivery confirmation), or three (3) such transfers are not required to be reported in any public report days after the date of mailing if sent by certified or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:registered mail. (1f) as a bona fide gift This Agreement may be executed in one or gifts; or (2) to any trust or other entity for more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orsame instrument.

General Provisions. (a) This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective successors, assigns, heirs, executors, administrators, except that Executive may not assign any of his duties hereunder and Executive may not assign any of his rights hereunder without the written consent of the Company, which shall not be withheld unreasonably. This Agreement, together with the Exhibits, constitutes the complete, final and exclusive embodiment of the entire agreement of between the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations solely Parties with respect regard to the subject matters matter hereof. Notwithstanding anything to the contrary set forth It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it is understood and agreed by the parties hereto that all supersedes any other terms and conditions of the Engagement Letter shall remain in full force and effectsuch promises or representations. This Agreement may be executed in two or more counterparts, each one of which shall be an original, governed by and construed in accordance with the same effect as if laws of the signatures thereto State of California, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and hereto were upon the same instrumentshall have no force or effect. This Agreement may not be amended or modified unless in writing otherwise than by a written agreement executed by the Parties hereto or their respective successors and signed by all legal representatives. The invalidity or unenforceability of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience any provision of the parties only and this Agreement shall not affect the construction validity or interpretation enforceability of any other provision of this Agreement. (b) The Company acknowledges that . Any invalid or unenforceable provision shall be modified so as to be rendered valid and enforceable in connection a manner consistent with the Offering intent of the Underwritten Shares: (i) the Underwriter has acted at arm’s length, is not an agent of, and owes no fiduciary duties to Parties insofar as possible. A failure of Executive or the Company to insist upon strict compliance with any provision of this Agreement or the failure to assert any right Executive or the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other personprovision or right of this Agreement. From and after the Effective Date, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and shall supersede any employment, severance, change of control or other agreement, whether oral or written, between the Parties with respect to the subject matter hereof (iii) the Underwriter may have interests that differ from those other than arrangements effected under compensation plans generally applicable to other senior executive officers of the Company). The Company waives For the avoidance of doubt, this Agreement does not supersede the stock option acceleration rights applicable to Executive as described under the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty caption “ Options Subject to Acceleration” in connection with the Offering of the Offered Shares. If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Pxx Xxxx, Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [_____________], 2022 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a stockholder, director or officer of WXXX & LXX GROUP, Inc, a British Virgin Islands business company limited by shares (the “Company”), understands that Boustead Securities, LLC (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”Section 2.3(b) of the Company’s ordinary sharesDisclosure Letter of VitalStream Holdings, no par value (Inc. to the “Ordinary Shares”)Merger Agreement. In recognition of the benefit that the Offering will confer upon the undersignedThis Agreement may be executed in several counterparts, and for other good and valuable consideration, the receipt and sufficiency each of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to 12 months from the date on which the trading of the Ordinary Shares on the Senior Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause shall be deemed to be filed, any registration statement under an original but all of which together will constitute one and the Securities Act of 1933, same instrument. Executive hereby agrees to execute the Affiliate Agreement attached as amended, with respect Exhibit A to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfersMerger Agreement, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is form applicable to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts; or (2) to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orhim.