Common use of Waiver, etc Clause in Contracts

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate sign in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] J▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above mentioned: By: Name: Title: S▇. ▇ ▇▇▇▇▇▇▇▇▇▇ Supervisory Principal E▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC Number of Firm Shares: Number of Pre-Funded Warrants: Number of Option Shares: Public Offering Price per Firm Share: $ Public Offering Price per Pre-Funded Warrant: $ Public Offering Price per Option Share: $ Underwriting Discount per Share: $ Proceeds to Company per Share (before expenses): $ Proceeds to Company per Option Share (before expenses): $ ● J▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ● D▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇● D▇▇ ▇. ▇▇▇▇▇▇▇ ▇● B▇▇▇▇ ▇▇▇▇▇▇▇▇ ● E▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇● S▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Angle

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 By: Name: J▇▇▇▇ ▇▇▇▇▇▇ INC. By: Name: Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: K▇▇▇▇ ▇▇▇▇▇ Title: ThinkEquityChief Executive Officer Boustead Securities, a division of Fordham Financial Management, Inc. LLC [●] [●] TOTAL [●] [●] Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Option Share: $[●] Underwriting Discount per Firm Share: $[●] Underwriting Non-accountable expense allowance Discount per Option Share: $[●] Proceeds to Company Non-Accountable Expense Allowance per Share (before expenses): Firm Share: $[●] Non-Accountable Expense Allowance per Option Share: $[●] [None.●] [None.●] 1 D▇▇ ▇▇▇▇▇▇▇▇▇ 1,149,306 32.81 % 2 A▇▇▇ ▇▇▇▇▇▇▇▇’an (a.k.a. A▇▇▇▇ ▇▇▇) 900,507 25.70 % 3 J▇▇▇▇ ▇▇▇▇▇▇ 0 0 % 4 C▇▇▇▇ (C▇▇▇▇▇▇) B▇▇▇▇▇▇▇ 165,093 4.71 % 5 E▇▇▇ ▇▇▇▇▇ 0 0 % 6 M▇▇▇▇▇▇▇ (M▇▇▇) K▇▇▇ 60,034 1.71 % 7 P▇▇▇▇▇▇ ▇. ▇▇▇▇ 0 0 % 8 V▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 0 0 % 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 [●], 202[●] (THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) THINKEQUITYBOUSTEAD SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYBOUSTEAD SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERLLC. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING●], 2022. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING●]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, 1847 By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ INC. By: Name: Title: CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters Underwriter named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇Title: Managing Director Underwriter Total Number of Shares to be Purchased Alexander Capital L.P. [ ] Network 1 Financial Securities, Inc. [ ] ● ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ● ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ● ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ● ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ● ▇▇▇▇ ▇. ▇▇▇▇▇ ● MALP Holdings Ltd ● ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite [Intentionally Omitted.] Alexander Capital LLC 1847 L.P. ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFBlvd, AGREES THAT IT WILL NOT SELLSte 202 Red Bank, 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms NJ 07701 Ladies and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Gentlemen:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-non- compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ HEXINDAI INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Network 1 Financial ManagementSecurities, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. , ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Ladies and Gentlemen: The undersigned understands that Network 1 Financial Securities, Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “WarrantUnderwriter”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Hexindai Inc., a Delaware corporation Cayman Islands exempted limited liability company (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) by the Underwriter named in the Underwriting Agreement of minimum of [ ] and maximum of [ ] American Depositary Shares (“ADSs”) representing [ ] and [ ] ordinary shares of Common Stock(“Securities,”) respectively, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)Company.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Representative and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇S▇▇▇▇▇ INC. ONLINE ENTERTAINMENT LIMITED By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇ICM Capital Markets Ltd. 8▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇▇▇▇ Leonite Ladies and Gentlemen: The undersigned understands that ICM Capital LLC 1847 ▇▇▇Markets Ltd. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with S▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.Online Entertainment Limited, a Delaware corporation Cayman Islands exempted limited liability company (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) by the Underwriters named in the Underwriting Agreement of [●] American Depositary Shares (“ADSs”) representing [●] ordinary shares of Common Stock(“Securities”), par value $0.0001 0.00249 per share, of the Company Company. To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, it will not, during the period commencing on the date hereof and ending six months after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs or capital stock of the Company including ordinary shares (“Ordinary Shares”) or any securities convertible into or exercisable or exchangeable for such ADSs or capital stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such ADSs or capital stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Company capital stock or such other securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may transfer Ordinary Shares held by the undersigned without the prior consent of the Representative in connection with (a) transactions relating to Ordinary Shares or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Ordinary Shares or other securities acquired in such open market transactions, (b) transfers of Shares or any security convertible into Ordinary Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Ordinary Shares (or ADSs representing the same), shall be required or shall be voluntarily made during the Lock-up Period, (c) transfer of Ordinary Shares to a charity or educational institution, or (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Ordinary Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value. In addition, the undersigned agrees that during the Lock-Up Period, without the prior written consent of the Representative, it will not make any demand for or exercise any right with respect to the registration of any ADSs or Ordinary Shares or any security convertible into or exercisable or exchangeable for such ADSs or Ordinary Shares. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent(s) and/or registrar against the transfer of the undersigned’s securities or Ordinary Shares except in compliance with this Agreement. If (i) the Company issues an earnings release or material news, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, unless the Representative waives such extension. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire Ordinary Shares, or securities exchangeable or exercisable for or convertible into Ordinary Shares, provided that the undersigned does not transfer the Ordinary Shares acquired on such exercise or exchange during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this letter agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares within the Lock-Up Period). The undersigned understands that the Company and the Representative are relying upon this letter agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by the Company, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the ADSs and Ordinary Shares to be sold thereunder this agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name): (Address) We have acted as counsel as to Cayman Islands law to the Company in connection with the Company’s issue of up to [●] of the Company’s ordinary shares, par value US$0.00249 per share represented by American Depositary Shares (“ADSs”) (collectively, the “Securities”), pursuant to an Underwriting Agreement dated as of [date] 2010 (the “Underwriting Agreement”) between the Company and ICM Capital Markets Ltd. (the “Representative”), in a best efforts underwriting together with up to [●] of Ordinary Shares that may be issued by the Company pursuant to the Representative’s option (the “Representative’s Warrant Securities” and, together with the Securities, the “Offered Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter Agreement shall constitute a binding agreement between us. Very truly yours, 1847 VOCODIA HOLDINGS CORP By: ▇▇▇▇▇ ▇▇▇▇▇▇▇ INC. By: Name: Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director Alexander Capital, a division of Fordham Financial Management, Inc. TOTAL L.P. 1,000,000 150,000 Number of Firm Shares: [●] 1,000,000 Number of Option Shares: [●] 150,000 Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇List of Lock-Up Parties1 ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc.▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇ 1 CMF to update/confirm Alexander Capital, L.P., as Representative ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10004 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of the several Underwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Vocodia Holdings Corp, a Delaware Wyoming corporation (the “Company”), up to _______________1 providing for the initial public offering (the “Initial Public Offering”) by the several underwriters named in Schedule 3 of the Underwriting Agreement of shares of Common Stockcommon stock, par value $0.0001 per share, of the Company (the “Warrant Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Representative to continue its efforts in connection with the Initial Public Offering, as subject to adjustment hereunder. The purchase price the undersigned hereby agrees that, without the prior written consent of one share the Representative, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the date of Common Stock under this Warrant shall be equal the final prospectus (the “Prospectus”) relating to the Exercise PriceInitial Public Offering (the “Lock-Up Period”), as defined (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in Section 2(b)whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INTENSITY THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity▇▇▇▇ Capital Partners, a division of Fordham Financial ManagementLLC [ ] [ ] The Benchmark Company, Inc. TOTAL LLC [ ] [ ] Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [Issuer Free Writing Prospectus filed on November 24, 2021. Issuer Free Writing Prospectus filed on December 16, 2021. Issuer Free Writing Prospectus filed on January 7, 2022. Issuer Free Writing Prospectus filed on April 20, 2022. Issuer Free Writing Prospectus filed on September ,2022. None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇ ▇. ▇▇▇▇▇ Walters ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇MUSCLE MAKER, INC. By: M▇▇▇▇▇▇ INC▇. By: Name: Title: ▇▇▇▇▇ Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: [Name: ] [Title: ThinkEquity] Alexander Capital, a division of Fordham Financial Management, Inc. L.P. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] K▇▇▇▇ ▇▇▇▇▇ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ K▇▇▇▇▇▇ ▇▇▇▇▇▇ F▇▇▇▇▇▇▇▇ G▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Infantee N▇▇▇ ▇▇▇▇▇▇▇▇ A.▇. ▇▇▇▇▇▇▇▇ III P▇▇▇ ▇. ▇▇▇▇▇▇▇ J▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇P▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ O▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇P. John, LLC J▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., [__________] OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., [__________] OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERDEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS 180 DAYS ONE (1) YEAR FROM THE EFFECTIVE DATE OF THE OFFERINGREGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE OFFERINGREGISTRATION STATEMENT]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 FLEWBER GLOBAL INC. By: Name: ▇▇▇▇ ▇▇▇▇▇▇▇ INC. By: Name: Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Chief Operating Officer ▇▇ ▇▇▇▇▇▇ LLC Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ] 1. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ 2. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇ 3. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇ 4. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇ 5. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ 6. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ 7. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇ 1. I Financial Ventures Group LLC (9-Month Lock-Up) 2. ▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC (6-month Lock-Up) 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 (180) DAYS FOLLOWING THE EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.▇▇ ▇▇▇▇▇▇ LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., ▇▇ ▇▇▇▇▇▇ LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS DAYS] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ Initial Exercise Date: __________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] , 2024 THIS WARRANT TO PURCHASE COMMON STOCK (the this “Warrant”) certifies that, for value received, _____________ ▇▇ ▇▇▇▇▇▇ LLC 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 _____________, 202__ 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Effective Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Flewber Global Inc., a Delaware corporation (the “Company”), up to _______________1 _ shares (the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Warrant SharesCommon Stock”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued in connection with that certain underwriting agreement, dated as of [●], 202[●], by and between the Company and ▇▇ ▇▇▇▇▇▇ LLC, as representative of the underwriter(s) named therein (the “Underwriting Agreement”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ CO-DIAGNOSTICS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityNETWORK 1 FINANCIAL SECURITIES, a division of Fordham INC. By: Name: Title: WallachBeth Capital, LLC - - Network 1 Financial ManagementSecurities, Inc. - - TOTAL - - Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [. None.] . ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇Legends Capital Group, LLC CoDiagnostics, Ltd. Reagents, LLC DNA Logix, Inc. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Rapid Response, Inc. 1847 Holdings LLC 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 OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., [__________] OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., [__________] OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERDEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS ONE (1) YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: ] [DATE THAT IS 180 DAYS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)].

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 FLEWBER GLOBAL INC. By: Name: ▇▇▇▇ ▇▇▇▇▇▇▇ INC. By: Name: Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: THINKEQUITY LLC Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL ThinkEquity LLC Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇] 1. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇2. ▇▇▇▇▇ (▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Yu

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INCADVANCED INHALATION THERAPIES (AIT) LTD. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: E▇▇▇ ▇▇▇▇ Title: ThinkEquity, a division Head of Fordham Financial Management, Inc. TOTAL Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Number of Firm SharesUnits: [●•] Number of Option Units: [•] Number of Option Shares: [●•] Number of Option Warrants: [•] Public Offering Price per ShareUnit: $[●•] Underwriting Discount per ShareUnit: $[●•] Underwriting Non-accountable expense allowance per ShareUnit: $[●•] Proceeds to Company per Share Unit (before expenses): $[●•] [To Come] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇Mor Research Application Ltd. D▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Y▇▇▇▇▇ Av-G▇▇ ▇▇▇▇ ▇. ▇▇A▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇and A▇▇ Raved E▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇R▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Racheli Vizman Ifat Tal

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter Agreement shall constitute a binding agreement between us. Very truly yours, 1847 BRANCHOUT FOOD INC. By: E▇▇▇▇ ▇▇▇▇▇ INC. By: Name: Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityJ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director Alexander Capital, a division of Fordham Financial ManagementL.P. [●] [165,000] Spartan Capital Securities, Inc. TOTAL LLC [●] 0 Number of Firm Shares: [●1,100,000] Number of Option Shares: [●165,000] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] E▇▇▇ ▇▇▇▇▇ D▇▇▇▇▇▇ ▇. ▇▇▇▇ J▇▇▇ ▇▇▇▇▇▇▇▇ D▇▇▇▇ ▇▇▇▇▇▇ G▇▇▇ ▇▇▇▇▇▇▇▇▇▇ [●] E▇▇▇ ▇▇▇▇▇ D▇▇▇▇ ▇▇▇▇▇▇ [●] Alexander Capital, L.P., as Representative 1▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFNew York, AGREES THAT IT WILL NOT SELLNew York 10004 Ladies and Gentlemen: The undersigned understands that you, 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK as representative (the “WarrantRepresentative”) certifies thatof the several Underwriters (as defined below), for value received, _____________ or its assigns propose to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ BranchOut Food Inc., a Delaware Nevada corporation (the “Company”), up to _______________1 providing for the initial public offering (the “Initial Public Offering”) by the several underwriters named in [ ] of the Underwriting Agreement of shares of Common Stockcommon stock, par value $0.0001 0.001 per share, of the Company (the “Warrant Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Representative to continue its efforts in connection with the Initial Public Offering, as subject to adjustment hereunder. The purchase price the undersigned hereby agrees that, without the prior written consent of one share the Representative, the undersigned will not, during the period commencing on the date hereof and ending 360 days after the date of Common Stock under this Warrant shall be equal the final prospectus (the “Prospectus”) relating to the Exercise PriceInitial Public Offering (the “Lock-Up Period”), as defined (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in Section 2(b)whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Underwriters, the Company and the CompanyParent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇By: /s/ R▇▇▇▇▇▇ INC. ▇▇▇▇▇▇ Name: R▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ B▇▇▇▇ ▇. J▇▇▇ Name: B▇▇▇▇ ▇. J▇▇▇ Title: Confirmed Chief Executive Officer as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division By: /s/ S▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Supervisory Principal E▇ ▇▇▇▇▇▇, division of Fordham Financial ManagementBenchmark Investments, LLC 1,195,000 179,250 Dominari Securities LLC 50,000 7,500 Westpark Capital, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL 5,000 750 Number of Firm Shares: [●] 1,250,000 Number of Option Shares: [●] 187,500 Public Offering Price per Firm Share: $[●] 5.00 Public Offering Price per Option Share: $5.00 Underwriting Discount per Firm Share: $[●] 0.40 Underwriting Non-accountable expense allowance Discount per Option Share: $[●] 0.40 Proceeds to Company per Firm Share (before expenses): $[●] [4.60 Proceeds to Company per Option Share (before expenses): $4.60 None.] [. None.] . Directors and Executive Officers 1. R▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ 2. D▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 3. T▇▇▇ ▇▇▇▇▇▇▇▇ 4. D▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-Hand 5. B▇▇▇▇ ▇▇▇▇ 6. G▇▇▇ ▇▇▇▇▇▇ 7. C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 8. H▇▇▇ ▇▇▇▇▇▇▇ 9. D▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 By: Name: ▇▇▇▇▇ ▇▇▇▇ INC. By: Name: Title: Chief Executive Officer and Chairman Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: ▇▇▇▇▇▇ (Shell) Li Title: ThinkEquity, a division of Fordham Financial Management, Chief Executive Officer Cathay Securities Inc. TOTAL Number of Firm Shares: [●] Number of Option Firm Shares: [●] Public Offering Price per Firm Share: $$ [●] Underwriting Discount per Firm Share: $[●] Underwriting Non-accountable expense allowance per Share: $$ [●] Proceeds to Company per Firm Share (before expenses): $$ [●] Number of Option Shares [None.●] [None.] Ms. ▇▇▇ ▇▇▇▇ Director, Chief Executive Officer, and Chairman of the Board ▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Chief Financial Officer ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Independent Director Nominee Mr. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Independent Director Nominee ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇Independent Director Nominee Cathay Securities Inc. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇, ▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ New York, NY 10005 Ladies and Gentlemen: The undersigned understands that Cathay Securities Inc., the representative of the underwriters, proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Charming Medical Limited, a Delaware corporation British Virgin Islands company (the “Company”), up to _______________1 shares providing for the public offering (the “Public Offering”) of Common StockClass A ordinary shares, of par value $0.0001 per share, of the Company (the “Warrant Shares”). To induce the Underwriters to continue their efforts in connection with the Public Offering, as subject to adjustment hereunder. The purchase price the undersigned hereby agrees that, without the prior written consent of one share the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending six (6) months from the date of Common Stock under this Warrant shall be equal Effective Date (the “Prospectus”) relating to the Exercise PricePublic Offering (the “Lock-Up Period”), as defined (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in Section 2(b)whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ TAPINATOR, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: ▇▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL . Number of Firm SharesUnits: [●•] Number of Option Shares: [●•] Number of Option Warrants: [•] Public Offering Price per ShareFirm Unit: $[●•] Underwriting Discount per ShareFirm Unit: $[●•] Underwriting Non-accountable expense allowance per ShareFirm Unit: $[●•] Proceeds to Company per Share Firm Unit (before expenses): $[●•] [None.] Written Testing-the-Waters Communications [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. -Famaian ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] _ THIS WARRANT TO PURCHASE COMMON STOCK (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 ____, 20[_________, 202__ ] (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Effective Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.TAPINATOR, INC., a Delaware corporation (the “Company”), up to _______________1 _ shares of Common Stock, par value $0.0001 0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. Catasys, Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management▇▇▇▇▇▇ ▇▇▇▇▇▇ & CO., Inc. LLC. By: Name: ▇▇▇▇ ▇▇▇▇ Title: ThinkEquityHead of Investment Banking/Underwritings CATASYS, a division of Fordham Financial ManagementINC. - UNDERWRITING AGREEMENT ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc. TOTAL LLC. Number of Firm Shares: [●•] Number of Option Shares: [●•] Public Offering Price per Share: $[●•] Underwriting Discount per Share: $[●•] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share (before expenses): $[●•] [None.] Written Testing-the-Waters Communications [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] _ THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ 2018 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the effective date of the registration statement (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Catasys, Inc., a Delaware corporation (the “Company”), up to _______________1 _ shares of Common Stockcommon stock, par value $0.0001 per shareshare (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. EPSIUM ENTERPRISE LIMITED By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ : ▇. ▇▇▇▇▇ Capital LLC ▇. ▇▇▇▇▇ Capital LLC ▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, NY 10022 Ladies and Gentlemen: The undersigned understands that ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.Epsium Enterprise Limited, a Delaware corporation British Virgin Islands company (the “Company”), up to _______________1 shares providing for the public offering (the “Public Offering”) of Common Stockordinary shares, par value $0.0001 0.00002 per share, of the Company share (the “Warrant Ordinary Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)Company.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 By: Name: S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ INC. By: Name: Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityE▇ ▇▇▇▇▇▇, a division of Fordham Financial ManagementBenchmark Investments, Inc. TOTAL LLC Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None. None.] [None.] ▇▇▇▇▇▇ ▇ 1. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Executive Officer and Director 2. R▇▇▇ ▇▇▇▇▇▇▇▇, Chief Financial Officer 3. T▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Executive Chairman of the Board of Directors 4. D▇▇▇▇▇▇ ▇. ▇▇▇, Director 5. J▇▇▇ ▇. ▇’▇▇▇▇▇, Director 6. H▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇, Director 1. G▇▇▇ ▇Mars Venus Trust, Arizona 2015 2. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFBellridge Capital, AGREES THAT IT WILL NOT SELLL.P. 3. Acuitas Group Holdings, 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).LLC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ STAFFING 360 SOLUTIONS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL . Number of Firm Shares: [●•] Number of Option Shares: [●•] Public Offering Price per Share: $[●•] Underwriting Discount per Share: $[●•] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share (before expenses): $[●•] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇• B▇▇▇▇▇▇ ▇▇▇▇▇; • D▇▇▇▇ ▇. ▇▇▇▇▇; and • A▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 SACKS PARENTE GOLF COMPANY, INC. By: Name: T▇▇ ▇▇▇▇▇▇▇▇ INC. By: Name: Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: ThinkEquityManaging Director, a division Head of Fordham Financial ManagementEquity Capital Markets The Benchmark Company, Inc. LLC . TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] 1. Dr. G▇▇▇ ▇▇▇▇▇▇▇▇ 2. B▇▇▇▇ ▇▇▇▇ 3. D▇▇▇▇▇ ▇▇▇▇▇▇ 4. T▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 5. A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 6. S▇▇▇▇ ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 STRONG GLOBAL ENTERTAINMENT, INC. By: /s/ M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer FG GROUP HOLDINGS INC. By: /s/ M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer STRONG/MDI SCREEN SYSTEMS, INC. By: /s/ R▇▇ ▇. ▇▇▇▇▇▇▇ Name: R▇▇ ▇. ▇▇▇▇▇▇▇ Title: President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. THINKEQUITY LLC By: /s/ K▇▇▇▇ ▇▇▇▇▇▇ Name: K▇▇▇▇ ▇▇▇▇▇▇ Title: ThinkEquityManaging Director, a division Head of Fordham Financial Management, Inc. TOTAL Equity Syndicate ThinkEquity LLC . 1,000,000 150,000 Number of Firm Shares: [●] 1,000,000 Number of Option Shares: [●] Public 150,000 Number of Representative’s Warrants: 50,000 Firm Share Offering Price per Share: $[●] 4.00 Underwriting Discount per Share: $[●] 0.28 Underwriting Non-accountable expense allowance per Share: $[●] 0.04 Proceeds to Company per Share (before expenses): $[●] [3.68 Free writing prospectus as filed with the Securities and Exchange Commission on May 11, 2023. None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇FG Group Holdings Inc. Strong/MDI Screen Systems, Inc. M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ T▇▇▇ ▇. ▇▇▇▇▇ R▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter Agreement shall constitute a binding agreement between us. Very truly yours, 1847 M▇▇▇▇ ▇▇▇▇▇ INC. GROUP HOLDINGS LIMITED By: Name: Title: C▇▇ ▇▇▇▇ ▇▇▇ Chairman and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial ManagementALEXANDER CAPITAL, Inc. By: Name: Title: ThinkEquityL.P. J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director Alexander Capital, a division of Fordham Financial Management, Inc. TOTAL L.P. [●] [●] Revere Securities LLC [●] [●] Number of Firm Shares: [●] 1,500,000 Number of Option Shares: [●] 225,000 Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INCREGENTIS BIOMATERIALS, LTD. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL ThinkEquity LLC. Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ] 1. HaisThera Scientific Fund I, L.P 2. Ocorian Fund Management S.à ▇.▇▇▇▇▇ ▇ 3. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇SCP Vitalife Partners II, L.P. 4. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇SCP Vitalife Partners (Israel) II, L.P. 5. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇Medica III Investments (International) LP 6. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).DSM Venturing B.V.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. GARDEN STAGE LIMITED By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityChief Executive Officer [Revere Securities, a division of Fordham Financial Management, Inc. TOTAL LLC 2,000,000 Number of Firm Shares: [●] Number of Option Shares: [●] 2,000,000 Public Offering Price per Firm Share: [$[●4.00] Underwriting Discount per Firm Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] $ Proceeds to Company per Firm Share (before expenses): $[●] [$ None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇. ▇▇▇▇(1)(2) 11,000,000 180 days ▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ (1)(2) 11,000,000 180 days ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇(1)(2) 11,000,000 180 days ▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇ ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS WU 0 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 days ▇▇▇▇▇, ▇▇▇▇ Inc.0 180 days B ▇▇▇ ▇▇▇▇▇, a Delaware corporation ▇▇▇ 0 180 days Kit Wa, TO Oriental Moon Tree Limited (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).1)(2) 11,000,000 180 days

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. EPSIUM ENTERPRISE LIMITED By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Chief Executive Officer ▇▇ ▇▇▇▇▇▇ LLC Number of Firm Shares: [●] Number of Option Additional Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.●] [None.] ▇▇▇Companhia de Comercio ▇▇▇ ▇. ▇▇▇Limitada, a Macau company ▇▇ ▇▇▇▇▇▇ LLC ▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.Epsium Enterprise Limited, a Delaware corporation British Virgin Islands company (the “Company”), up to _______________1 shares providing for the public offering (the “Public Offering”) of Common Stockordinary shares, par value $0.0001 0.00002 per share, of the Company share (the “Warrant Ordinary Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)Company.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usus as of the date first above written. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. TC BIOPHARM (HOLDINGS) PLC By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇E▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇, division of Benchmark Investments, LLC Name: Title: E▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital , division of Benchmark Investments, LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Number of Firm Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. TREMISIS ENERGY ACQUISITION CORPORATION By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, ____ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chairman of the Company (Board Accepted on the “Warrant Shares”)date first above written. EARLYBIRDCAPITAL, as subject INC. By: ______________________________ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director SCHEDULE I TREMISIS ENERGY ACQUISITION CORPORATION 3,500,000 UNITS Number of Firm Units Underwriter to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise PricePurchased ----------- --------------- EarlyBirdCapital, as defined in Section 2(b).Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ SECOND SIGHT MEDICAL PRODUCTS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL 10,000,000 1,500,000 Number of Firm Shares: [●] 10,000,000 Number of Option Shares: [●] 1,500,000 Public Offering Price per Share: $[●] 5.00 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.35 Proceeds to Company per Share (before expenses): $[●] [None.] 4.65 [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ SEDO JESSY ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Holdco ▇▇▇▇▇▇ ThinkEquity A Division of Fordham Financial Management, Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ThinkEquity, a division of Fordham Financial Management, Inc., (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Second Sight Medical Products, Inc., a Delaware California corporation (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) of shares of Common Stockcommon stock, no par value $0.0001 per sharevalue, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ MR2 GROUP, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: The undersigned hereby join in this Agreement and agree to be bound by Sections 2.50 , 5.1 and 5.3 above but only with respect to Marketing Analysts, LLC, acknowledging that each has or will receive material personal benefit from the transactions described herein: By: (Seal) R▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President R▇▇▇▇▇▇ ▇▇▇▇▇▇▇ R▇▇▇▇▇ ▇▇▇▇▇▇▇ ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇B▇▇▇▇ ▇. ▇▇▇ Twelve months M▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Twelve months M▇▇▇▇▇▇ ▇. France Six months J▇▇▇ ▇. ▇▇▇▇ Twelve months A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Twelve months J▇. ▇▇▇ ▇▇▇▇▇▇ Twelve months R▇▇▇▇▇ ▇▇▇▇▇▇▇ Twelve months G▇. ▇▇▇▇▇ Rebel Six months R▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Twelve months G▇▇▇ ▇. ▇▇▇▇▇ Twelve months R▇▇▇▇▇▇ ▇▇▇▇▇▇ Twelve months E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC Six months 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 EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: ___] [DATE THAT IS 180 DAYS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ]. THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ ThinkEquity, a division of Fordham Financial Management Inc. 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 __________________, 202__ 20191 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Effective Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ MR2 Group, Inc., a Delaware Nevada corporation (the “Company”), up to _______________1 shares _____________ shares2 (the “Warrant Shares”) of Common Stockcommon stock, par value $0.0001 0.001 per share, of the Company (the “Warrant SharesCommon Stock”)) initially, as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Placement Agent and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INCNANO DIMENSION LTD. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇Name: ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer Confirmed as of the date first written above mentioned: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇Name: ▇▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇-Fried ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Inc.▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Number of Shares: 35,000,000 Price per Share: $9.50 Placement Agent Cash Fee per Share: $0.30875 Proceeds to Company per Share (before expenses): $9.19125 None. This Securities Purchase Agreement (this” Agreement”) is dated as of January 13, 2021, between Nano Dimension Ltd., a Delaware corporation company organized under the laws of Israel (the “the” Company”), up to _______________1 shares of Common Stockand each purchaser identified on the signature pages hereto (each, par value $0.0001 per shareincluding its successors and assigns, of the Company (a “Purchaser” and collectively the “Warrant SharesPurchasers”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 AMMO, INC. By: F▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ INC. By: Name: Title: Confirmed as of the date first written above mentioned, President and Chief Executive Officer on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial ManagementALEXANDER CAPITAL, Inc. L.P. By: Name: Title: ThinkEquityJ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director Alexander Capital, a division of Fordham Financial Management, Inc. L.P. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇1▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFLadies and Gentlemen: The undersigned understands that you, 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK as representative (the “WarrantRepresentative”) certifies that), for value received, _____________ or its assigns propose to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith Ammo, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) of shares of Common Stockcommon stock, par value $0.0001 0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 By: /s/ L▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Name: L▇▇▇▇ INC▇. By: Name: ▇▇▇▇▇, ▇▇. Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇/s/ K▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇Name: K▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant 652,174 97,826 Number of Firm Shares: ________________1 Initial Exercise Date652,174 Number of Option Shares: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK 97,826 Public Offering Price per Share: $4.00 Underwriting Discount per Share: $0.28 Proceeds to Company per Share (after the “Warrant”) certifies thatunderwriting discount and before expenses): $3.72 Free Writing Prospectus filed with the SEC on October 21, 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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).2021

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, 1847 ▇By: /s/ ▇▇▇▇▇▇▇ INC. By: ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Title: CEO ▇▇▇▇▇▇ ▇▇▇▇▇ Securities, Inc. 480,000 ▇. ▇▇▇▇▇ Capital LLC 720,000 Total: 1,200,000 Number of Firm Shares: 1,200,000 Number of Option Shares: 180,000 Public Offering Price per one Firm Share: $4.00 Price per Option Share: $4.00 Underwriting Discount per Option Share: $0.28 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Chief Executive Officer and Director ▇▇ ▇▇▇▇ Director ▇▇▇▇▇▇▇ ▇▇▇ Chief Financial Officer ▇▇▇▇▇ ▇▇ Chief Technology Officer ▇▇▇▇▇ ▇▇▇▇ Independent Director ▇▇▇▇▇▇▇ ▇▇▇▇▇ Independent Director ▇▇▇▇▇▇▇▇▇ ▇▇ Independent Director Xiaoqiu Holding Ltd 5% or Greater Shareholder Changxin International Limited Partnership 5% or Greater Shareholder ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇Newport Beach, CA 92660 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇Securities, Inc. (the “Representative”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFBiological Technology Co., 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.Ltd., a Delaware corporation Cayman Islands company (the “Company”), up and the Representative, relating to _______________1 shares the proposed public offering (the “Offering”) of Common Stockthe Company’s ordinary shares, par value $0.0001 0.00002 per shareshare (the “Ordinary Shares”). Initial capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Underwriting Agreement. In order to induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer or director of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, during the period beginning on and including the date of this Agreement through and including the date that is 180 days after the closing the Offering (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any Ordinary Shares now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”)) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for Ordinary Shares, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Ordinary Shares, or securities convertible into or exercisable or exchangeable for Ordinary Shares, 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 (iii) engage in any short selling of the Ordinary Shares. The restrictions set forth in the immediately preceding paragraph shall not apply to: (1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a charity or educational institution, (d) any transfer pursuant to a qualified domestic relations order or in connection with a divorce; or (e) if the undersigned is or was an officer or director of the Company, to the Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company; (2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value; (3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) 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, 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 or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value; (a) exercises of stock options or equity awards granted pursuant to an equity incentive or other plan or warrants to purchase Ordinary Shares 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 provisions of this Agreement (as defined below); (b) transfers of Ordinary Shares or other securities to the Company in connection with the issuance, 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 be necessary to satisfy tax withholding obligations pursuant to the Company’s equity incentive or other plans; (5) the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including any exercise effected by the delivery of shares of Ordinary Shares of the Company held by the undersigned; provided, that, the Ordinary Shares received upon such exercise shall remain subject to the restrictions provided for in this Agreement; (6) the occurrence after the date hereof of any of (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of 100% of the voting securities of the Company, (b) the transfer of party tender offer, merger, amalgamation, consolidation or other similar transaction made to all holders of Ordinary Shares involving a Change of Control of the Company (the “Warrant Shares”as defined below), as including voting in favor of any such transaction or taking any other action in connection with such transaction, that, in each case, has been approved by the board of directors of the Company, (c) the Company sells or transfers all or substantially all of its assets to another person, or (d) provided, that, the Ordinary Shares received upon any of the events set forth in clauses (a) through (c) above shall remain subject to adjustment hereunderthe restrictions provided for in this Agreement. The purchase price For purposes of this paragraph, “Change of Control” shall mean the transfer, in one share transaction or in a series of Common Stock under this Warrant shall be equal related transactions, to a person or group of affiliated persons (other than an Underwriters pursuant to the Exercise PricePublic Offering), as defined in Section 2(bof the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the total voting power of the voting securities of the Company (or the surviving entity).;

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇By: /s/ Y▇▇▇▇▇▇▇ INC. By: ▇▇▇▇▇▇ Name: Y▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇/s/ K▇▇ ▇▇▇▇▇▇▇ Name: K▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Administrative Officer Spartan Capital Securities, LLC 2,000,000 300,000 TOTAL 2,000,000 300,000 Number of Firm Shares: 2,000,000 Number of Option Shares: 300,000 Public Offering Price per Firm Share: $5.00 Public Offering Price per Option Share: $5.00 Underwriting Discount per Firm Share: $0.40 Underwriting Discount per Option Share: $0.40 Non-Accountable Expense Allowance per Firm Share: $0.05 Non-Accountable Expense Allowance per Option Share: $0.05 Y▇▇▇▇▇▇▇ ▇▇▇▇▇▇ S▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ K▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ S▇▇▇▇▇ ▇▇▇▇ T▇▇▇▇ ▇▇▇ T▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ S▇▇▇▇▇ ▇▇▇▇▇▇▇▇ I▇▇▇▇ ▇▇▇▇▇▇▇▇ H▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ J▇▇▇ ▇▇▇▇▇▇▇▇▇ K▇▇▇▇▇▇▇ (K▇▇▇▇) Field Y▇▇▇ ▇▇▇ (I▇▇) R▇▇ ▇▇▇▇▇▇ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇ H▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ T▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ N▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ T▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Y▇ ▇▇▇ LogProstyle INC. Mie Nozawa S▇▇▇▇▇▇ ▇▇▇▇ K▇▇▇▇▇▇ ▇▇▇▇▇▇▇ D▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 T▇▇▇▇▇▇ ▇▇▇▇▇ M▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings M▇▇▇▇▇▇▇ ▇▇▇▇▇▇ M▇▇▇▇▇▇▇ ▇▇▇▇▇ Propolife LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFP-UP World Co., AGREES THAT IT WILL NOT SELLLtd. Marumo Sangyo Co., TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLLtd. Lient Co., TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 Ltd. H▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc.Y▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ job-up inc. T▇▇▇▇▇▇▇▇ ▇▇▇▇ T▇▇▇▇▇ ▇▇▇▇ R▇▇▇▇ ▇▇▇▇ T▇▇▇▇▇ ▇▇▇▇▇▇▇ R▇▇▇▇ ▇▇▇▇▇▇▇ FMS inc. K▇▇▇▇▇ ▇▇▇▇▇▇ D▇▇▇▇ ▇▇▇▇▇▇▇▇▇ A▇▇ ▇▇▇▇▇▇▇▇▇ S▇▇▇▇ ▇▇▇▇▇▇▇▇ S▇▇▇▇ ▇▇▇▇▇▇▇▇▇ S▇▇▇▇▇ ▇▇▇▇ R▇▇ ▇▇▇▇ H▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ DOMANI inc. Koh Kikaku LLC M▇▇▇▇▇ ▇▇▇▇▇▇ Index hHome Co., Ltd. K▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LogProstyle Group Employee Stock Ownership Plan FanREVO Co., Ltd. M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ IAIC, Inc. H▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ M▇▇▇▇▇ ▇▇▇▇▇▇ Tokumei Ka FYI Inc. S▇▇▇▇▇▇ ▇▇▇▇▇▇ K▇▇▇ ▇▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇▇▇ H▇▇▇▇ ▇▇▇▇▇▇ B▇▇▇▇ Inc. S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ UP-STREAM CO., LTD H▇▇▇▇▇▇▇ ▇▇▇▇ T▇▇▇▇▇ ▇▇▇▇▇▇▇▇ [*], 2025 SPARTAN CAPITAL SECURITIES, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 4▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ New York, New York 10006 Ladies and Gentlemen: The undersigned understands that Spartan Capital Securities, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with LOGPROSTYLE INC., a Delaware Japanese corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of providing for the Company public offering (the “Warrant Public Offering”) of common shares of the Company, no par value per share (the “Common Shares” or “Securities”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant Capitalized terms used herein and not otherwise defined shall be equal to have the Exercise Price, as defined meanings set forth for them in Section 2(b)the Underwriting Agreement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Underwriters, the Selling Stockholders, and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 By: /s/ C▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer and Director By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INC. ▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director By: /s/ Y▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and L▇▇ ▇▇▇▇ Name: Y▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and L▇▇ ▇▇▇▇ Title: Directors Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇/s/ E▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇Name: E▇▇▇ ▇▇▇▇▇▇ Title: Global Head of Investment Banking Dominari Securities LLC 3,000,000 Revere Securities LLC 750,000 TOTAL 3,750,000 Number of Firm Shares: 3,000,000 Public Offering Price per Firm Share: $ 4.00 Underwriting Discount per Firm Share(7%): $ 0.28 Accountable Expense Allowance (Total): $ 300,000 Non-accountable Expense Allowance per Firm Share (1%): $ 0.04 Proceeds to Company per Firm Share: $ (before expenses): $ 3.72 N/A M▇. ▇. ▇▇▇▇▇▇ six (6) months M▇. ▇. ▇. ▇▇▇▇▇▇ six (6) months M▇. ▇▇▇ H▇▇ ▇▇▇▇ six (6) months M▇. ▇▇▇▇▇▇ ▇▇▇ six (6) months Ms. X▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇six (6) months S▇▇ ▇▇▇ Sing L▇▇ ▇six (6) months Ace Champion Investments Limited* six (6) months Trendy View Assets Management Limited* six (6) months Chrome Fields Asset Management six (6) months * Except for Ace Champion Investments Limited with respect to 150,000 shares of Common Stock, and Trendy View Assets Management Limited with respect to 600,000 shares of Common Stock. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇Dominari Securities LLC 7▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ , ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco As the Representative named on Schedule 1 to the Underwriting Agreement Re: Aureus Greenway Holdings Inc. 1847 Holdings Ladies and Gentlemen: The undersigned understands that Dominari Securities LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Aureus Greenway Holdings Inc., a Delaware corporation formed under the laws of the Nevada (the “Company”) and certain stockholders of the Company (the “Selling Stockholders”), up to _______________1 providing for the public offering shares of Common Stockcommon stock, par value $0.0001 0.001 per shareshare (the “Shares”), of the Company (the “Warrant SharesPublic Offering”) in an amount and at a price to be finalized prior to consummation of the Public Offering. To induce the Representative to enter into the Underwriting Agreement, and in light of the benefits that the Public Offering will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending one hundred and eighty (180) days after the date the Public Offering is completed (the “Lock-Up Period”), as subject (1) offer, pledge, sell contract to adjustment hereunder. The purchase price sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of one share disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of Common Stock under this Warrant shall the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be equal settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the Exercise Priceregistration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, as defined in Section 2(b)sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇RENNOVA HEALTH INC. By: /s/ ▇▇▇▇▇▇ INC. By: ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management▇▇▇▇▇▇ ▇▇▇▇▇▇ & CO., Inc. LLC. By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: ThinkEquityHead of Investment Banking/Underwritings ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., a division of Fordham Financial Management, Inc. LLC. 19,115,000 0 2,867,250 Option Shares 2,867,250 TOTAL 19,115,000 0 2,867,250 Option Shares 2,867,250 Number of Firm SharesSeries A Units: [●] 19,115,000 Number of Firm Series B Units: 0 Number of Option Shares: [●] 2,867,250 Number of Option Preferred Shares: 0 Number of Option Warrants: 2,867,250 Public Offering Price per ShareFirm Series A Unit: $[●] 0.45 Public Offering Price per Firm Series B Unit: $1,000.00 Underwriting Discount per ShareFirm Series A Unit: $[●] 0.0315 Underwriting Discount per Firm Series B Unit: $930.00 Underwriting Non-accountable expense allowance per ShareFirm Series A Unit: $[●] 0.0045 Underwriting Non-accountable expense allowance per Firm Series B Unit: $10.00 Proceeds to Company per Share Firm Series A Unit (before expenses): $[●] [None.] [None.] 0.414 Proceeds to Company per Firm Series B Unit (before expenses): $920.00 Free writing prospectus filed on July 11, 2016. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Dr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] _ THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________July 13, 202__ 2017 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Effective Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Rennova Health, Inc., a Delaware corporation (the “Company”), up to _______________1 _ shares of Common Stock, par value $0.0001 0.01 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INCICECURE MEDICAL LTD. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management: A. G.P./ALLIANCE GLOBAL PARTNERS (1) Seven percent (7.0%) underwriting commission, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share but three percent (before expenses): $[●] 3.0%) for certain investors. [None.] [None.] ▇▇▇[To come] A.G.P./ALLIANCE GLOBAL PARTNERS As Representative of the several Underwriters named on Schedule I to the Underwriting Agreement ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN Re: [ ] Ladies and Gentlemen: This Lock-Up Agreement (Ithis “Agreement”) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK is being delivered to you in connection with the proposed Underwriting Agreement (the “WarrantUnderwriting Agreement”) 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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.between IceCure Medical Ltd., a Delaware corporation company organized under the laws of the State of Israel (the “Company”), up and A.G.P./Alliance Global Partners (“A.G.P.”), as representative of a group of underwriters (collectively, the “Underwriters”), to _______________1 shares be named on Schedule I to the Underwriting Agreement, relating to the proposed public offering (the “Offering”) of Common Stockordinary shares, no par value $0.0001 per share, of the Company (the “Warrant Ordinary Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ SIGNAL GENETICS, INC. By: Name: Title: Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Aegis Capital Corp Number of Firm Shares: [●] Number of Option Additional Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●None] [None.] [None.] B▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇S▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇R▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ D▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Alpha LLLP R▇▇▇ ▇▇▇ ▇▇▇▇ R▇▇▇▇ ▇. ▇▇▇▇▇ D▇▇▇▇ ▇. ▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF[Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, AGREES THAT IT WILL NOT SELLInc., 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INCwhich is incorporated by reference., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO ] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 Aegis Capital Corp. 8▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) of shares of Common Stockcommon stock, par value $0.0001 0.01 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇FREECAST, INC. By: ▇▇▇▇▇▇▇ INC▇. By: Name: Title: Confirmed as of the date first written above mentioned▇▇▇▇▇▇, ▇▇. Chief Executive Officer on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial ManagementALEXANDER CAPITAL, Inc. L.P. By: [Name: ] [Title: ThinkEquity] Alexander Capital, a division of Fordham Financial Management, Inc. L.P. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ] ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 PRESSURE BIOSCIENCES, INC. By: Name: R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ INC. By: Name: Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: E▇▇▇ ▇▇▇▇ Title: ThinkEquityHead of Investment Banking/Underwritings J▇▇▇▇▇ ▇▇▇▇▇▇ & Co., a division of Fordham Financial Management, Inc. TOTAL LLC Number of Firm Shares: [●•] Number of Firm Warrants [•] Number of Option Shares: [●•] Number of Option Warrants [•] Purchase Price per Option Warrant [•] Purchase Price per Option Share [•] Public Offering Price per Share: $Firm Security [●•] Underwriting Discount per ShareFirm Security: $[●•] Underwriting Non-accountable expense allowance per ShareFirm Security: $[●•] Proceeds to Company per Share Firm Security (before expenses): $[●•] [None.] [None.] J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ K▇▇▇▇ ▇. ▇▇▇▇▇▇▇ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ V▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ E▇▇▇▇▇ ▇. ▇▇▇▇ J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇N▇▇▇▇▇ ▇. L▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇V. ▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] _ THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ 2018 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Effective Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Pressure BioSciences, Inc., a Delaware Massachusetts corporation (the “Company”), up to _______________1 _ shares of Common Stockcommon stock, par value $0.0001 0.01 per shareshare (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. Uptrend Holdings Limited By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Title: Chief Executive Officer Cathay Securities, Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant TOTAL 1,500,000 Number of Firm Shares: ________________1 Initial Exercise Date1,500,000 Number of Option Shares: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING225,000 Public Offering Price per Firm Share: $ [ ] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies thatPublic Offering Price per Option Share: $ [ ] Underwriting Discount per Firm Share: $ [ ] Underwriting Discount per Option Share: $ [ ] Free Writing Prospectus Filed [ ], for value received2025, _____________ 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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunderFilm No. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)[ ].

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇HARBOR CUSTOM DEVELOPMENT, INC. By: /s/S▇▇▇▇▇▇▇ INC. By: ▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer, President, and Chairman of the Board of Directors Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: ThinkEquity A Division of Fordham Financial Management, Inc. By: /s/E▇▇▇ ▇▇▇▇ Name: E▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division Division of Fordham Financial Management, Inc. 8,000,000 1,200,000 TOTAL 8,000,000 1,200,000 Number of Firm Shares: [●] 8,000,000 Number of Option Shares: [●] 1,200,000 Public Offering Price per Share: $[●] 3.00 Underwriting Discount per Share: $[●] 0.21 Underwriting Non-accountable expense allowance per Share: $[●] 0.03 Proceeds to Company per Share (before expenses): $[●] [2.76 Issuer Free Writing Prospectus, dated January 8, 2021 (Registration No. 333-251946) None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. S▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇L▇▇▇▇ ▇▇▇▇▇▇▇ R▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ A▇▇▇▇ ▇▇▇▇▇ J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇ R▇▇▇ ▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC L▇▇▇▇ ▇▇▇▇▇ W▇▇▇▇ ▇▇▇▇▇▇ D▇▇▇▇▇ ▇▇▇▇ The G▇▇▇▇▇▇ Investment Trust 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 EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., . OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., . OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]_____________, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 _, 2026. Warrant Shares: _______ Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] ______, 2021 THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Effective Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Harbor Custom Development, Inc., a Delaware Washington corporation (the “Company”), up to _______________1 400,000 shares of Common Stock, no par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ HARBOR CUSTOM DEVELOPMENT, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division Division of Fordham Financial Management, Inc. [ ] [ ] TOTAL [ ] [ ] Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [Issuer Free Writing Prospectus, dated January [●], 2021 (Registration No. 333-[●]] None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. S▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇L▇▇▇▇ ▇▇▇▇▇▇▇ R▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ A▇▇▇▇ ▇▇▇▇▇ J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇ R▇▇▇ ▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC L▇▇▇▇ ▇▇▇▇▇ W▇▇▇▇ ▇▇▇▇▇▇ D▇▇▇▇▇ ▇▇▇▇ The G▇▇▇▇▇▇ Investment Trust 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 EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., . OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., . OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]_____________, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 _, 2026. Warrant Shares: _______ Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] ______, 2021 THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Effective Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Harbor Custom Development, Inc., a Delaware Washington corporation (the “Company”), up to _______________1 _ shares of Common Stock, no par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ RISE OIL & GAS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. THINKEQUITY LLC By: Name: Title: ThinkEquity, a division of Fordham Financial ManagementRise Oil & Gas, Inc. TOTAL – Underwriting Agreement ThinkEquity LLC........................................................................ TOTAL........................................................................................ Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ] 1. K▇▇▇▇ ▇▇▇▇▇▇ ▇▇ 2. D▇▇▇▇▇ ▇▇▇▇▇▇ 3. B▇▇▇▇ ▇▇▇▇▇▇▇ 4. R▇▇▇▇▇ M▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇ 3. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇Sch. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).3-1

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇HEAT BIOLOGICS, INC. By: /s/ ▇▇▇▇▇▇▇ INC. By: ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chairman, CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Head of Investment Banking HEAT BIOLOGICS, INC. – UNDERWRITING AGREEMENT Aegis Capital Corp. 984,000 147,600 ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ .▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇& Co., LLC 656,000 98,400 Number of Firm Shares: 1,640,000 Number of Option Shares: 246,000 Public Offering Price per Share: $6.50 Underwriting Discount per Share: $0.455 Proceeds to Company per Share (before expenses): $6.045 Underwriting Non-accountable expense allowance: $100,000 None. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, M.D. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇▇▇, Ph.D. ▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇, Ph.D. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Ph.D. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Ph.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M.D., Ph.D. Aristar Capital (f/k/a Brightline Ventures III, LLC) Orion Holdings V, LLC Seed-One Holdings VI, LLC ▇▇▇▇▇ Capital Corp. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp., as Representative of the several underwriters (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), up providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule A to _______________1 the Underwriting Agreement (the “Underwriters”) of shares of Common Stockcommon stock, par value $0.0001 0.0002 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant Capitalized terms used herein and not otherwise defined shall be equal to have the Exercise Price, as defined meanings set forth in Section 2(b)the Underwriting Agreement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between among the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between among us. Very truly yours, 1847 PURO WATER GROUP, INC. By: --------------------------- Name: ▇▇▇▇ ▇▇▇▇ Title: President Accepted as of the date first above written. New York, New York ▇▇▇▇▇▇▇ EQUITIES, INC. GILFORD SECURITIES INCORPORATED Acting on behalf of themselves and as the Representatives of the other several Underwriters named in Schedule I hereof. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇▇ ▇EQUITIES, INC. ▇▇▇▇▇ By: ------------------------------------ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant SharesTitle: ________________1 Initial Exercise DateManaging Director By: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject GILFORD SECURITIES INCORPORATED By: ----------------------------------- Name: Title: SCHEDULE I Number of Firm Name of Underwriter Shares to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Purchased ------------------- ----------------------

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ AZURRX BIOPHARMA, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial ManagementWALLACHBETH CAPITAL, Inc. LLC By: ____________________________ Name: Title: ThinkEquityNETWORK 1 FINANCIAL SECURITIES, a division of Fordham INC. By: ____________________________ Name: Title: WallachBeth Capital, LLC Network 1 Financial ManagementSecurities, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] . Johan M. (Thijs) ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ AzurRx BioPharma SAS WallachBeth Capital, LLC Network 1 Financial Securities, Inc. As Representatives of the several Underwriters named on Schedule 1 attached hereto c/o WallachBeth Capital, LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ c/o Network 1 Financial Securities, Inc. ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with AzurRx BioPharma, Inc., a Delaware corporation (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) of shares of Common Stockcommon stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇CEL-SCI Corporation By: Name: Geert R. ▇▇▇▇▇▇▇ INC. By: Name: Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: D▇▇▇▇ ▇. ▇▇▇▇▇ Title: ThinkEquity, a division Co-Head of Fordham Financial Management, Inc. TOTAL Number of Firm SharesInvestment Banking Name: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇J▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Co-Head of Investment Banking Aegis Capital Corp. 606,395 90,959 Number of Firm Shares: 606,395 Number of Additional Shares: 90,959 Public Offering Price per Share: $9.07 Underwriting Discount per Share: $.6349 Proceeds to Company per Share (before expenses): $8.4351 Geert R. ▇▇▇▇▇▇▇ P▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ D▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. QMSK Technology Co., Ltd By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL : D. ▇▇▇▇▇ Capital LLC. D. ▇▇▇▇▇ Capital LLC. [*] Number of Firm Shares: [●6,250,000] Number of Option Additional Shares: [●[ ] Public Offering Price per Share: $[●[ ] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●[ ] Proceeds to Company per Share (before expenses): $[●[ ] [None.] [None.] ▇▇▇▇▇▇ M▇. ▇▇▇▇▇ ▇▇▇▇ M▇. ▇▇▇▇ ▇▇▇▇▇ Mr/Ms*. [*]* Mr/Ms*. [*]* Mr/Ms*. [*]* Mr/Ms*. [*]* Dyasin Eternity Holding Limited Dyasin Holding Limited Crystal Jing Limited QMSK (LINK) Technology Co., Ltd, a BVI business company limited by shares incorporated in the BVI Qingmin (HK) Technology Co., Limited, a company incorporated in Hong Kong with limited liability Qingmin Digital Science (Qingdao) Enterprise Management Co., Ltd, a company incorporated under PRC laws with limited liability Qingmin Digital Science (Qingdao) Technology Service Co., Ltd, a company incorporated under PRC laws with limited liability Qingmin Digital Science Co., Ltd, a company incorporated under PRC laws with limited liability Qingmin (Shanghai) Automotive Service Co., Ltd., a company incorporated under PRC laws with limited liability Qingmin Kehui (Qingdao) Brand Operation Co., Ltd., a company incorporated under PRC laws with limited liability Qingmin (Shanghai) Automotive Service Co., Ltd. (Anhui Branch), a branch company of Qingmin (Shanghai) Automotive Service Co., Ltd. organized under the laws of the PRC Qingmin (Shanghai) Automotive Service Co., Ltd. (Jiangsu Branch), a branch company of Qingmin (Shanghai) Automotive Service Co., Ltd. organized under the laws of the PRC Qingmin Digital Science (Beijing) Commerce Management Co., Ltd , a company incorporated under PRC laws with limited liability Q▇▇▇▇▇▇ ▇▇▇ Lan (Beijing) Technology Co., Ltd,a company incorporated under PRC laws with limited liability D. ▇▇▇▇▇ Capital LLC. 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇New York, New York 10022 Ladies and Gentlemen: The undersigned understands that D. ▇▇▇▇▇ ▇▇▇▇ ▇Capital LLC. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith QMSK Technology Co., upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.Ltd, a Delaware corporation Cayman Islands exempted company (the “Company”), up relating to _______________1 shares the proposed public offering (the “Public Offering”) of Common Stockordinary shares, par value $0.0001 per share, of the Company share (the “Warrant Ordinary Shares”), as subject of the Company. To induce the Representative to adjustment hereunder. The purchase price continue its efforts in connection with the Public Offering, the undersigned hereby agrees, pursuant to this agreement (the “Lock-Up Agreement”), that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date of the Underwriting Agreement and ending one share hundred eighty (180) days after such date (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of Common Stock under this Warrant shall disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be equal settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the Exercise Priceregistration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, as defined in Section 2(b)sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INC. By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Executive Officer Boustead Securities, LLC 1,000,000 150,000 TOTAL 1,000,000 150,000 Number of Firm Shares: 1,000,000 Number of Option Shares: 150,000 Public Offering Price per Firm Share: $6.00 Public Offering Price per Option Share: $6.00 Underwriting Discount per Firm Share: $0.42 Underwriting Discount per Option Share: $0.42 Non-Accountable Expense Allowance per Firm Share: $0.06 Non-Accountable Expense Allowance per Option Share: $0.06 None ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 Green Globe International ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ D ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ D ▇▇▇ ▇▇ Ennis, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC Trust ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ D ▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ Logistics ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ 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 [●], 20[●] (THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) THINKEQUITYBOUSTEAD SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYBOUSTEAD SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERLLC. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING●], 2022. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING●]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. ARPEGGIO ACQUISITION CORPORATION By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, __ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chairman of the Company (Board Accepted on the “Warrant Shares”)date first above written. EARLYBIRDCAPITAL, as subject INC. By: ______________________________ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director SCHEDULE I ARPEGGIO ACQUISITION CORPORATION 6,000,000 UNITS Number of Firm Units Underwriter to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise PricePurchased ----------- --------------- EarlyBirdCapital, as defined in Section 2(b).Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ SOBR SAFE, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: ALEXANDER CAPITAL LP Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Alexander Capital LP [●] [●] Revere Securities LLC TOTAL [●] [●] Number of Firm Shares: [●__] Number of Option Shares: [●__] Public Offering Price per Firm Share: $[●__] Public Offering Price per Option Share: $[__] Underwriting Discount per Firm Share: $[●__] Underwriting Non-accountable expense allowance Discount per Option Share: $[●__] Proceeds to Company per Firm Share (before expenses): $[●__] Proceeds to Company per Option Share (before expenses): $[None.] [None.__] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇POLAR POWER, INC. By: /s/ A▇▇▇▇▇ INC▇. By: ▇▇▇▇ Name: A▇▇▇▇▇ ▇. ▇▇▇▇ Title: President and CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Priyanka Mahajan Name: Priyanka Mahajan Title: Managing Director, Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL 750,000 Number of Firm Shares: [●] Number of Option Shares: [●] 750,000 Public Offering Price per Share: $[●] 18.00 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 1.17 Proceeds to Company per Share (before expenses): $[●] [16.83 None.] [None.] ▇. A▇▇▇▇▇ ▇. ▇▇▇▇ R▇▇▇▇▇ ▇▇▇▇▇▇ L▇. ▇▇ ▇▇▇▇▇▇ K▇▇▇▇ ▇▇▇▇▇▇▇▇ P▇▇▇▇ ▇▇▇▇▇ K▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇ThinkEquity A Division of Fordham Financial Management, Inc. 1▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFLadies and Gentlemen: The undersigned understands that ThinkEquity, AGREES THAT IT WILL NOT SELLa division of Fordham Financial Management, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLInc., TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith Polar Power, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) of shares of Common Stockcommon stock, par value $0.0001 per sharepar value, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 SACKS PARENTE GOLF COMPANY, INC. By: Name: T▇▇ ▇▇▇▇▇▇▇▇ INC. By: Name: Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial ManagementTHE BENCHMARK COMPANY, Inc. LLC By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇J▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ Title: Senior Managing Director The Benchmark Company, LLC . 3,200,000 TOTAL 3,200,000 Number of Firm Shares: 3,200,000 Public Offering Price per Share: $4.00 Underwriting Discount per Share: $0.28 Proceeds to Company per Share (before expenses): $3.72 [None.] None. 1. Dr. G▇▇▇ ▇▇▇▇▇▇▇▇ 2. B▇▇▇▇ ▇. ▇▇▇ 3. D▇▇▇▇▇ ▇▇▇▇▇▇ 4. T▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 5. A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 6. S▇▇▇▇ ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Remainder of the page intentionally left blank; signature page follows] If the foregoing correctly sets forth the is in accordance with your understanding between the Underwriters and the Companyof our agreement, please so indicate in sign and return to the space provided below for that purposeCompany a counterpart hereof, whereupon this letter shall constitute instrument, along with all counterparts, will become a binding agreement between usthe Placement Agent and the Company in accordance with its terms. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ MATINAS BIOPHARMA HOLDINGS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇/s/ J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Executive Officer Confirmed and Accepted: THINKEQUITY By: /s/ E▇▇▇ ▇▇▇▇ Name: E▇▇▇ ▇▇▇▇ Title: Head of Investment Banking None None. J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ D▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ G▇▇▇ ▇▇▇▇▇▇▇▇ E▇▇▇ ▇▇▇▇ J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇A▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇M▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Name State of Incorporation Matinas BioPharma, Inc. 1847 Holdings LLC Delaware Matinas BioPharma Nanotechnologies, Inc. Delaware 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 YEAR FOLLOWING THE CLOSING DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]JUNE 21, 2019. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]JUNE 21, 2023. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] _ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ ThinkEquity, a Division of Fordham Financial Management, Inc. 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 _____________June 21, 202__ 2019 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Closing Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Company”), up to _______________1 _ shares (the “Warrant Shares”) of Common Stockcommon stock, par value $0.0001 per share, of the Company (the “Warrant SharesCommon Stock”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued in connection with an offering (the “Offering”) of Series B Convertible Preferred Stock, par value $0.0001 per share, of the Company.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 AKSTON BIOSCIENCES CORPORATION Name: T▇▇▇ ▇. ▇▇▇▇▇▇▇▇ INC. By: Name: , Ph.D. Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL ThinkEquity LLC. Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇· T▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇, Ph.D. · J▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇· T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Ph.D. · Thillainayagam Sathiyaseelan, Ph.D. · R▇▇▇▇ ▇▇▇▇▇▇▇▇ · L▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ , Ph.D. · R▇▇▇▇ ▇. ▇▇▇▇▇ · M▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇· L▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital , VMD, Ph.D. · Formation Venture Engineering · AHI/SC2 Associates, LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings · Shady Grove Road Investments, LLC 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 EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ____________, 2026] VOID AFTER 5:00 P.M., EASTERN TIME, [____1 Initial Exercise Date______, 2029]. Warrant Shares: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] _______ THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ 2026 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Effective Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.Akston Biosciences Corporation, a Delaware corporation (the “Company”), up to _______________1 _ shares (the “Warrant Shares”) of Common Stock, par value $0.0001 0.000001 per share, of the Company (the “Warrant SharesCommon Stock”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ GAMER PAKISTAN INC. By: Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: [●] Title: ThinkEquity, a division of Fordham Financial ManagementCEO WestPark Capital, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $$ [●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $$ [●] Proceeds to Company per Share (before expenses): $$ [●] [None.] ] 1. Free Writing Prospectus Filed with the Commission on August 8, 2023 2. Free Writing Prospectus Filed with the Commission on August 14, 2023. [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Sunday ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇ ▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC ▇▇▇▇▇▇ 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 EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC._______________, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., _______________ OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: ___] [DATE THAT IS 180 DAYS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ]. THIS WARRANT TO PURCHASE COMMON STOCK SHARES (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 _____________, 202__ 2024 (the “"Initial Exercise Date”") and, in accordance with FINRA Rule 5110(f)(2)(G)(i5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five years following the Effective Date (the “"Termination Date”), ") but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Gamer Pakistan Inc., a Delaware corporation (the “"Company”"), up to _______________1 shares of _ Common StockShares, no par value $0.0001 per share, of the Company (the “"Warrant Shares”"), as subject to adjustment hereunder. The purchase price of one share of Common Stock Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ MARPAI, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. THINKEQUITY LLC By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. [Signature Page] ThinkEquity LLC 7,400,000 0 TOTAL 7,400,000 0 Sch. 1-1 Number of Firm Shares: [●] 7,400,000 Number of Option Shares: [●] 0 Public Offering Price per Share: $[●] 1.00 Underwriting Discount per Share: $[●] 0.07 Underwriting Non-accountable expense allowance per Share: $[●] 0.01 Proceeds to Company per Share (before expenses): $[●] [0.93 Sch. 2-A None.] [. Sch. 2-B None.] . Sch. 2-C ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Chief Executive Officer, Secretary and Director ▇▇▇▇▇ ▇▇▇▇▇▇▇ Chief Financial Officer ▇▇▇▇▇ ▇▇▇▇▇▇ Chief Financial Officer ▇▇▇▇ ▇▇▇▇▇▇ President, Product and Development ▇▇▇▇▇ ▇▇▇▇▇ Chairman of the Board of Directors ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 Director ▇▇▇▇▇ ▇▇▇▇ Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director ▇▇▇▇▇▇▇ ▇▇▇▇ Director ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC Director Sch. 3-1 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 EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., THINKEQUITY LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING●]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING●]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] _ THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________[●], 202__ 2023, which is six months from the Effective Date (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i5110(g)(8)(a), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Effective Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.MARPAI, INC., a Delaware corporation (the “Company”), up to _______________1 _ shares (the “Warrant Shares”) of Common StockClass A common stock, par value $0.0001 per share, of the Company (the “Warrant SharesCommon Stock”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Placement Agents and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ORAMED PHARMACEUTICALS INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ INC. By: Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: President and CEO Confirmed as of the date first written above mentioned, Mentioned on behalf of itself and as Representative of the several Underwriters named Placement Agents Named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: ThinkEquity, a division Head of Fordham Financial Management, Inc. TOTAL Investment Banking Aegis Capital Corp. Maxim Group LLC Number of Firm Shares: [●] 658,144 Number of Option Other Shares: [●] Public 226,144 Offering Price per Share: $[●] Underwriting Discount 7.00 Placement Fee per Share: $[●] Underwriting 0.42 Non-accountable expense allowance Expense Allowance per Share: $[●] 0.07 Proceeds to Company per Share (other than Other Shares) (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. 6.51 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Aegis Capital Corp. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Re: Oramed Pharmaceuticals Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”"Company") certifies that, for value received, _____________ or its assigns Ladies and Gentlemen: This letter agreement (this "Agreement") is delivered to you pursuant to the Placement Agency Agreement (the “Holder”"Placement Agency Agreement") is entitledto be entered into by the Company, upon as issuer, and Aegis Capital Corp., as the placement agent (the "Placement Agent"). Upon the terms and subject to the limitations on exercise and conditions of the conditions hereinafter set forthPlacement Agency Agreement, at any time on or after _____________, 202__ the Company intends to effect a registered direct offering (the “Initial Exercise Date”"Offering") and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 of shares (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares "Shares") of Common Stockcommon stock, par value $0.0001 0.012 per share, of the Company. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of shares, options, warrants or other securities of the Company (the “Warrant Shares”"Company Securities"), as that the Company complete the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to adjustment hereundercertain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this Agreement to further assure the Placement Agent that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the placement agency effort. Therefore, as an inducement to the Placement Agent to execute the Placement Agency Agreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, engage in any hedging or other transactions, including, 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, or with respect to any security that includes, relates to, or derives any significant part of its value from (collectively a "Disposition"), any Company Securities, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the "Lock-Up Shares"), pursuant to the rules and regulations promulgated under the Securities Act of 1933, as amended (the "Act"), and the Securities Exchange Act of 1934, as amended, for a period commencing on the date hereof and ending 90 days after the date of the Company’s final prospectus relating to the Offering is first filed pursuant to Rule 424(b) under the Act, (the "Lock-Up Period"), without the prior written consent of the Placement Agent, or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register, under the Act, the undersigned’s sale, transfer or other disposition of any of the Lock-Up Shares or other securities of the Company held by the undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act during the Lock-Up Period. Notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues a release concerning earnings or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the Lock-Up Period, the Company announces it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period; the restrictions imposed in this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The purchase price of one share of Common Stock under this Warrant shall be equal undersigned agrees and consents to the Exercise Priceentry of stop transfer instructions with the Company’s transfer agent against the transfer of any Company Securities or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Company Securities, held by the undersigned except in compliance with this Agreement. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Shares in the transactions listed as (i)-(iv) below without the prior written consent of the Placement Agent, provided that (1) prior to such a transfer, the Placement Agent shall have received a duplicate form of this Agreement executed and delivered by each donee, trustee, distributee or transferee, as defined in Section 2(b)the case may be, and (2) no such transfer shall involve a disposition for value: (i) as a bona fide gift or gifts; (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; (iii) to any beneficiary of the undersigned pursuant to a will or other testamentary document or applicable laws of descent; or (iv) to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ MODULAR MEDICAL, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇, Chief Executive Officer NEWBRIDGE SECURITIES CORPORATION By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇Title: Senior Managing Director None. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇Newbridge Securities Corporation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇, ▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF▇▇▇ Boca Raton, 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant SharesFlorida 33432 Ladies and Gentlemen: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK The undersigned understands that Newbridge Securities Corporation (the “WarrantUnderwriter”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith Modular Medical, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware Nevada corporation (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) of shares of Common Stock, par value $0.0001 0.001 per share, of the Company share (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price and warrants of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)Company.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Placement Agent and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INCNANO DIMENSION LTD. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇Name: ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer Confirmed as of the date first written above mentioned: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇Name: ▇▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇-Fried ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Inc.▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Number of Shares: 7,356,521 Price per Share: $2.30 Placement Agent Cash Fee per Share: $0.1265 Proceeds to Company per Share (before expenses): $2.1735 None. EXHIBIT A This Securities Purchase Agreement (this” Agreement”) is dated as of September 30, 2020, between Nano Dimension Ltd., a Delaware corporation company organized under the laws of Israel (the “the” Company”), up to _______________1 shares of Common Stockand each purchaser identified on the signature pages hereto (each, par value $0.0001 per shareincluding its successors and assigns, of the Company (a “Purchaser” and collectively the “Warrant SharesPurchasers”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 TG THERAPEUTICS, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ INC. By: Name: ▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management▇▇▇▇▇▇▇▇▇ LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇▇▇▇ LLC 2,564,104 384,616 SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. By: Name: Title: ThinkEquity948,718 142,308 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 948,718 142,308 ▇.▇. ▇▇▇▇▇▇▇▇▇▇ & Co. 307,692 46,153 Aegis Capital Corp. 205,128 30,769 ▇▇▇▇ Capital Partners, a division of Fordham Financial ManagementLLC 128,205 19,230 OPN Capital Markets, Inc. 25,641 3,846 TOTAL 5,128,206 769,230 Number of Firm Shares: [●] 5,128,206 Number of Option Shares: [●] 769,230 Public Offering Price per Shareshare: $[●] 9.75 Underwriting Discount per Shareshare: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [0.585 None.] [None.] . ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇. Power ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, M.D. ▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ None. [Date] ▇▇▇▇▇▇▇▇▇ LLC As Representative of the Several Underwriters c/o Jefferies LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RE: TG Therapeutics, Inc. 1847 Holdings (the “Company”) Ladies & Gentlemen: The undersigned is an owner of shares of common stock, par value $.001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which ▇▇▇▇▇▇▇▇▇ LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF(“Jefferies”) will act as the representative of the underwriters. The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges that the underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, AGREES THAT IT WILL NOT SELLat a subsequent date, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLin entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements 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 agreement. Those definitions are a part of this agreement. In consideration of the foregoing, TRANSFERand for other good and valuable consideration, ASSIGNthe receipt and sufficiency of which are hereby acknowledged, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN the undersigned hereby agrees that, during the Lock-up Period, the undersigned will not (Iand will cause any Family Member not to), without the prior written consent of Jefferies, which may withhold its consent in its sole discretion: · Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) THINKEQUITYby the undersigned or such Family Member, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT· enter into any Swap, INC· make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares 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 foregoing. The foregoing will not apply to: (a) the registration of the offer and sale of the Shares, and the sale of the Shares to the underwriters, in each case as contemplated by the Underwriting Agreement; (b) the transfer of Shares or Related Securities by gift, or by will or intestate succession to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member; provided, however, that in any such case, it shall be a condition to such transfer that: · each transferee executes and delivers to Jefferies an agreement in form and substance satisfactory to Jefferies stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such 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 transferee had been an original signatory hereto), and · prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer. (c) the exercise of options granted under the Company's Amended and Restated 2012 Incentive Plan provided that the shares of Common Stock delivered upon such exercise are subject to the restrictions set forth in this letter; and (d) transfers of shares of Common Stock to the Company as forfeitures to satisfy tax withholding and remittance obligations of the undersigned in connection with the vesting or exercise of equity awards granted pursuant to the Company’s Amended and Restated 2012 Incentive Plan; provided that if the undersigned reports any such transfer on a Form 4 filed with the SEC pursuant to Section 16 of the Exchange Act, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERINGthe undersigned shall cause such Form 4 to include a statement that such transfer was effected to satisfy the tax withholding and remittance obligation of the undersigned in connection with the vesting or exercise referred to in this paragraph. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or Related Securities held by the undersigned and the undersigned's Family Members, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYif any, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTexcept in compliance with the foregoing restrictions. With respect to the Offering only, INC.the undersigned waives any registration rights relating to registration under the Securities Act of the offer and sale of any Shares and/or any Related Securities owned either of record or beneficially by the undersigned, OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERincluding any rights to receive notice of the Offering. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE 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 Shares. VOID AFTER 5:00 P.M.The undersigned will not, EASTERN TIMEand will cause any Family Member not to take, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]directly or indirectly, any such action. Warrant Shares: 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 Underwriting Agreement, the terms of which are subject to negotiation between the Company and the underwriters. 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. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York. ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares ________ Signature _______________________________________ Printed Name of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Person Signing

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ NANOVIRICIDES, INC. By: Name: ▇▇▇▇ ▇▇▇▇▇ Title: President and Chairman Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Compliance Officer Kingswood Capital Markets, a division of Benchmark Investments, Inc. 1,319,863 205,479 ▇.▇. ▇▇▇▇▇▇▇▇ ▇▇& Co. Inc. 50,000 — Pricing Information Number of Firm Shares: 1,369,863 Number of Additional Shares: 205,479 Public Offering Price per Share: $7.30 Underwriting Discount per Share: $0.584 Proceeds to Company per Share (before expenses): $6.716 None. ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇▇▇”) ▇▇▇▇▇▇ July ___, 2020 Kingswood Capital Markets, a division of Benchmark Investments, Inc. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that Kingswood Capital Markets, a division of Benchmark Investments, Inc. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement “) with NanoViricides, Inc., a Delaware Nevada corporation (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) of shares of Common Stockcommon stock, par value $0.0001 0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ GAMER PAKISTAN INC. By: Name: J▇▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: [●] Title: ThinkEquity, a division of Fordham Financial ManagementCEO WestPark Capital, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $$ [●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $$ [●] Proceeds to Company per Share (before expenses): $$ [●] ] 1. Free Writing Prospectus Filed with the Commission on August 8, 2023 2. Free Writing Prospectus Filed with the Commission on August 14, 2023. [None.] [None.] J▇▇▇▇ ▇▇▇▇▇ ▇. H▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇K▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Sunday Z▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇M▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇M▇▇▇▇ ▇▇▇▇▇ ▇. M▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ C▇▇▇ ▇▇▇▇ P▇▇▇▇ ▇▇▇▇▇▇ R▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇ _____________________ 1 List of all stockholders to be provided by E▇ ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC /Company. 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 EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC._______________, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., _______________ OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: ___] [DATE THAT IS 180 DAYS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ]. THIS WARRANT TO PURCHASE COMMON STOCK SHARES (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 _____________, 202__ 2024 (the “"Initial Exercise Date”") and, in accordance with FINRA Rule 5110(f)(2)(G)(i5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five years following the Effective Date (the “"Termination Date”), ") but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Gamer Pakistan Inc., a Delaware corporation (the “"Company”"), up to _______________1 shares of _ Common StockShares, no par value $0.0001 per share, of the Company (the “"Warrant Shares”"), as subject to adjustment hereunder. The purchase price of one share of Common Stock Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 By: Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INC. By: Name: Title: Chief Executive Officer Confirmed as of the date first written above above-mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC By: Name: Title: ▇▇ ▇. ▇▇▇▇▇, division of Benchmark Investments, LLC 2,195,000 330,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇& Co. 5,000 0 TOTAL............................................................................ 2,200,000 330,000 Number of Firm Shares 2,200,000 Number of Option Shares 330,000 Public Offering Price per Firm Share $ 5.00 Public Offering Price per Option Share: $ 5.00 Underwriting Discount per Firm Share: $ 0.40 Underwriting Discount per Option Share: $ 0.40 Proceeds to Company per Firm Share (before expenses): $ 10,120,000.00 Proceeds to Company per Option Share (before expenses): $ 1,518,000.00 FWP filed with the Securities and Exchange Commission on May 19, 2021. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ [•], 2021 ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC as Representative of the Underwriters ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Grove, Inc., a Delaware Nevada corporation (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) of shares of Common Stock, par value $0.0001 0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 Catasys, Inc. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ INC. By: Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President and Chief Operating Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management▇▇▇▇▇▇ ▇▇▇▇▇▇ & CO., Inc. LLC. By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: ThinkEquityHead of Investment Banking/Underwritings CATASYS, a division of Fordham Financial ManagementINC. - UNDERWRITING AGREEMENT ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc. TOTAL LLC. Number of Firm Shares: [●•] Number of Option Shares: [●•] Public Offering Price per Share: $[●•] Underwriting Discount per Share: $[●•] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share (before expenses): $[●•] [None.] Written Testing-the-Waters Communications [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] _ THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ 2018 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the effective date of the registration statement (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Catasys, Inc., a Delaware corporation (the “Company”), up to _______________1 _ shares of Common Stockcommon stock, par value $0.0001 per shareshare (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 By: Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇ INC. By: Name: Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityTitan Partners Group LLC, a division of Fordham Financial ManagementAmerican Capital Partners, Inc. LLC TOTAL Number of Firm Shares: [●*] Number of Option Shares: [●*] Public Offering Price per Share: $[●*] Underwriting Discount per Share: $[●*] Underwriting Non-accountable expense allowance per Share: $[●*] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING*]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL 13,333,334 2,000,000 Number of Firm Shares: [●] 13,333,334 Number of Option Shares: [●] 2,000,000 Public Offering Price per Share: $[●] 4.50 Underwriting Discount per Share: $[●] 0.315 Underwriting Non-accountable expense allowance per Share: $[●] 0.0225 Proceeds to Company per Share (before expenses): $[●] [4.1625 None.] [None.] . ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings ▇▇▇▇▇ ▇▇▇▇▇ Brains Riding in Tanks, LLC 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 EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] _ THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ 2022 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the date of the Underwriting Agreement (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Red Cat Holdings, Inc., a Delaware Nevada corporation (the “Company”), up to _______________1 _ shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter Agreement shall constitute a binding agreement between us. Very truly yours, 1847 BRANCHOUT FOOD INC. By: E▇▇▇▇ ▇▇▇▇▇ INC. By: Name: Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityJ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director Alexander Capital, a division of Fordham Financial Management, Inc. L.P. [●] [●] TOTAL [●] [●] Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] 5 NTD: Company to provide. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] : D. ▇▇▇▇▇ CAPITAL LLC 1. Teoh P▇▇▇ ▇▇▇ 2. Yap Thai Tong 3. N▇ ▇▇▇ Y▇▇▇ 4. Ang B▇▇▇ ▇▇▇▇▇▇ 5. C▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ 6. Y▇▇ ▇▇▇▇ ▇▇▇ 7. Teoh P▇▇▇ Loon D. ▇▇▇▇▇ Capital LLC 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. 39th Floor New York, NY 10022 Ladies and Gentlemen: The undersigned understands that D. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Gigabit Inc., a Delaware corporation Cayman Islands exempted company (the “Company”), up to _______________1 shares providing for the public offering (the “Public Offering”) of Common Stockordinary shares, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 STEMLINE THERAPEUTICS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INC. By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chief Operating Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇▇▇▇ LLC By: /s/ ▇. ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇▇▇▇ LLC 2,250,000 337,500 ▇▇▇▇▇ and Company, LLC 1,125,000 168,750 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 540,000 81,000 ▇.▇. ▇▇▇▇▇▇▇▇▇▇ & Co., LLC 270,000 40,500 ▇▇▇▇ Capital Partners, LLC 135,000 20,250 ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., LLC 90,000 13,500 Aegis Capital Corp. 90,000 13,500 TOTAL 4,500,000 675,000 Number of Firm Shares: 4,500,000 Number of Option Shares: 675,000 Public Offering Price per share: $10.00 Underwriting Discount per share: $0.60 None. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M.D. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Warrants to purchase 99,529 shares of the Company’s Common Stock issued to Aegis Capital Corp. on January 31, 2013. Jefferies LLC ▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ As Representative of the several Underwriters Re: Public Offering of Stemline Therapeutics, Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFLadies and Gentlemen: The undersigned, AGREES THAT IT WILL NOT SELLa holder of common stock, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLpar value $0.0001 per share (“Common Stock”), TRANSFERor rights to acquire Common Stock, ASSIGNof Stemline Therapeutics, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK Inc. (the “WarrantCompany”) certifies thatunderstands that you, for value receivedas Representative of the several Underwriters, _____________ or its assigns propose to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) with the Company, providing for the public offering (the “Offering”) by the several Underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters”), of shares of Common Stock of the Company (the “Securities”) pursuant to a registration statement on Form S-3 (Registration No. 333-193726) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to enter into the Underwriting Agreement and to proceed with the Offering of the Securities, and for other good and valuable consideration receipt of which is entitledhereby acknowledged, the undersigned hereby agrees for the benefit of the Company, you and the other Underwriters that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, from the date hereof through the period ending 90 days (the “Lock-Up Period”) after the date of the final prospectus relating to the Offering (the “Prospectus”), directly or indirectly: (1) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell (including any short sale), 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock owned either of record or beneficially or may be deemed to be beneficially owned (as defined in the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Exchange Act”)) by the undersigned on the date hereof or hereafter acquired or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) publicly announce an intention to do any of the foregoing. The restrictions in the immediately preceding paragraph shall not apply to: (a) the sale of the Securities to be sold pursuant to the Underwriting Agreement; (b) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (i) as a bona fide gift, or gifts, (ii) to an immediate family member or a trust for the direct or indirect benefit of the undersigned or such immediate family member of the undersigned, or (iii) by will or intestacy; (c) the exercise of options granted under the Company’s Amended and Restated 2004 Employee, Director and Consultant Stock Plan, 2012 Incentive Plan and/or 2016 Long-Term Incentive Plan provided that the shares of Common Stock delivered upon the terms and such exercise are subject to the limitations on restrictions set forth in this letter; (d) transfers of shares of Common Stock to the Company (i) as forfeitures to satisfy tax withholding and remittance obligations of the undersigned in connection with the vesting or exercise of equity awards granted pursuant to the Company’s Amended and Restated 2004 Employee, Director and Consultant Stock Plan, 2012 Incentive Plan and/or 2016 Long-Term Incentive Plan, or (ii) pursuant to a net exercise or cashless exercise by the conditions hereinafter set forthstockholder of outstanding equity awards pursuant to the Company’s Amended and Restated 2004 Employee, at Director and Consultant Stock Plan, 2012 Incentive Plan and/or 2016 Long-Term Incentive Plan; and (e) the establishment of a trading plan that complies with Rule 10b5-1 under the Exchange Act; provided, however, that (i) the restrictions shall apply in full force to sales or other dispositions pursuant to such Rule 10b5-1 plan during the Lock-Up Period and (ii) no public announcement or disclosure of entry into such Rule 10b5-1 plan is made or required to be made, including any time on filing with the SEC under Section 13 or after _____________Section 16 of the Exchange Act; (1) Lock-up agreements with certain officers contain the following additional provision: In addition, 202__ (it shall be permissible for the “Initial Exercise Date”) andundersigned, without exercising any investment discretion and in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇Company’s ▇▇▇▇▇▇▇ Inc.▇▇▇▇▇▇▇ policy, a Delaware corporation (to sell through the “Company”)’s transfer agent on or about [ ], up to _______________1 shares of Common StockStock to satisfy any tax withholding obligation of the undersigned, par value $0.0001 per share, but only to the extent required with respect to the vesting of [ ] shares of Common Stock of the Company (which are outstanding as of the “Warrant Shares”)date hereof, as subject to adjustment hereunder. The purchase price of one share and on or about [ ], shares of Common Stock under this Warrant shall be equal to satisfy any tax obligation of the undersigned, but only to the Exercise Priceextent required with respect to the vesting of [ ] shares of Common Stock of the Company which are outstanding as of the date hereof, and on or about [ ], shares of Common Stock to satisfy any tax obligation of the undersigned, but only to the extent required with respect to the vesting of [ ] shares of Common Stock of the Company which are outstanding as defined of the date hereof and that are each subject to a taxable event upon vesting during the Lock-Up Period, in compliance with Section 2(b)16 of the Exchange Act; provided that if the undersigned reports any such transfer on a Form 4 filed with the SEC pursuant to Section 16 of the Exchange Act, the undersigned shall cause such Form 4 to include a statement that such transfer was effected to satisfy the tax withholding obligation of the undersigned in connection with the vesting referred to in this paragraph.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 CLEARSIGN TECHNOLOGIES CORPORATION By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Chief Executive Officer NEWBRIDGE SECURITIES CORPORATION By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ INC. By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Confirmed as Senior Managing Director, Head of the date first written above mentioned, on behalf of itself Investment Banking and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Capital Markets Number of Firm Shares: [●] 3,640,000 Number of Option Additional Shares: [●] 546,000 Public Offering Price per Share: $[●] 1.11 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.0666 Proceeds to Company per Share (before expenses): $[●] [1.0434 None.] [None.] . ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇GPclirSPV LLC clirSPV LLC Newbridge Securities Corporation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇, ▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.Ladies and Gentlemen: The undersigned understands that Newbridge Securities Corporation (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with ClearSign Technologies Corporation, a Delaware Washington corporation (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) of shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant SharesCommon Stock” or the “Securities”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter Agreement shall constitute a binding agreement between us. Very truly yours, 1847 VOCODIA HOLDINGS CORP By: B▇▇▇▇ ▇▇▇▇▇▇▇ INC. By: Name: Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityJ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director Alexander Capital, a division of Fordham Financial Management, Inc. TOTAL L.P. 1,000,000 150,000 Number of Firm Shares: [●] 1,000,000 Number of Option Shares: [●] 150,000 Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇B▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇J▇▇▇▇ ▇▇▇▇▇▇▇ R▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇L▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇R▇▇▇▇▇▇ ▇▇▇▇▇ N▇▇ ▇. ▇▇▇▇▇▇ 1 CMF to update/confirm Alexander Capital, L.P., as Representative 1▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFNew York, AGREES THAT IT WILL NOT SELLNew York 10004 Ladies and Gentlemen: The undersigned understands that you, 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK as representative (the “WarrantRepresentative”) certifies thatof the several Underwriters (as defined below), for value received, _____________ or its assigns propose to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.Vocodia Holdings Corp, a Delaware Wyoming corporation (the “Company”), up to _______________1 providing for the initial public offering (the “Initial Public Offering”) by the several underwriters named in Schedule 3 of the Underwriting Agreement of shares of Common Stockcommon stock, par value $0.0001 per share, of the Company (the “Warrant Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Representative to continue its efforts in connection with the Initial Public Offering, as subject to adjustment hereunder. The purchase price the undersigned hereby agrees that, without the prior written consent of one share the Representative, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the date of Common Stock under this Warrant shall be equal the final prospectus (the “Prospectus”) relating to the Exercise PriceInitial Public Offering (the “Lock-Up Period”), as defined (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in Section 2(b)whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ PRESIDIO PROPERTY TRUST, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division KINGSWOOD CAPITAL MARKETS, division of Fordham Financial ManagementBenchmark Investments, Inc. By: Name: Title: ThinkEquityKingswood Capital Markets, a division of Fordham Financial ManagementBenchmark Investments, Inc. TOTAL Number of Firm Shares: [●•] Number of Option Shares: [●•] Public Offering Price per Share: $[●•] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share (before expenses): $[●•] [NoneTo be updated.] [None.] ] 1. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 2.▇▇▇▇▇ ▇. ▇▇▇▇▇ 3.▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇4.▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 5.▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 6.▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 7.▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 8.▇▇▇▇ ▇. ▇▇▇▇ 9.▇▇▇▇▇▇▇ ▇. ▇▇▇ 10.▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 11.▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇Kingswood Capital Markets, division of Benchmark Investments, Inc. as Representative of the Underwriters ▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Ladies and Gentlemen: The undersigned understands that Kingswood Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Markets, division of Benchmark Investments, Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith Presidio Property Trust, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware Maryland corporation (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) of shares of Common StockSeries A common stock, par value $0.0001 0.01 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 By: /s/ D▇▇▇▇ ▇▇▇▇▇▇ INC. By: Name: D▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: /s/ E▇▇▇ ▇▇▇▇ Name: E▇▇▇ ▇▇▇▇ Title: ThinkEquity, a division Head of Fordham Financial Management, Inc. TOTAL Investment Banking ThinkEquity LLC 1,600,000 240,000 Number of Firm Shares: [●] 1,600,000 Number of Option Shares: [●] 240,000 Public Offering Price per Firm Share: $[●] 3.00 Underwriting Discount per Share: $[●] 0.21 Underwriting Non-accountable expense allowance per Share: $[●] 0.03 Proceeds to Company per Share (before expenses): $[●] [2.79 None. None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇HARBOR CUSTOM DEVELOPMENT, INC. By: Name: S▇▇▇▇▇▇▇ INC. By: Name: ▇▇▇▇▇▇▇ Title: President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: ThinkEquity A Division of Fordham Financial Management, Inc. By: Name: E▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division Division of Fordham Financial Management, Inc. Inc.. [ ] [ ] TOTAL [ ] [ ] Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] S▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ A▇▇▇▇ ▇▇▇▇▇ R▇▇▇ ▇▇▇▇▇▇ L▇▇▇▇ ▇▇▇▇▇ J▇▇▇▇▇ ▇▇▇▇▇▇ D▇. ▇▇▇ ▇▇▇▇ K▇▇▇▇▇ ▇▇▇▇▇▇▇ V▇▇▇ ▇▇▇▇▇▇ W. ▇▇▇▇▇▇ Hanover International, Inc. M▇▇▇ ▇▇▇▇▇ S▇▇▇▇ ▇▇▇▇▇▇▇▇ J▇▇▇ ▇▇▇▇▇▇ D▇▇▇▇ ▇▇▇▇▇▇ C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ N▇▇▇▇▇▇ ▇▇▇▇▇▇▇ L▇▇▇▇ ▇▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇▇ M▇▇▇▇▇▇▇ ▇▇▇▇▇▇ M▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇G▇▇▇ ▇▇▇▇▇ W▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L▇▇▇ ▇▇▇▇ T▇▇ ▇’▇▇▇▇▇▇▇▇ T▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ A▇▇▇▇▇ ▇▇▇▇▇▇▇ J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ S▇▇▇▇ ▇▇▇▇▇▇ J▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ S▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 D▇▇▇ ▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., . OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., . OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]_____________, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 _, 2026. Warrant Shares:________ Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] Date:________,2021 THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Effective Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Harbor Custom Development, Inc., a Delaware Washington corporation (the “Company”), up to _______________1 _ shares of Common Stock, no par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. ENSERVCO CORPORATION By: :_______________________________ Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. : A. G.P./ALLIANCE GLOBAL PARTNERS By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: :________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares _______ Name: T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Managing Director, Investment Banking Number of Common StockFirm Shares: Number of Pre-Funded Warrants: Number of Option Shares: Public Offering Price per Firm Share: Public Offering Price per Pre-Funded Warrant: Underwriting Discount per Firm Share: Underwriting Discount per Pre-Funded Warrant: Proceeds to Company per Firm Share (before expenses): Proceeds to Company per Pre-Funded Warrant (before expenses): None. R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ R▇▇▇▇▇ ▇. ▇▇▇▇▇▇ W▇▇▇▇▇▇ ▇. ▇▇▇▇▇ A.G.P./Alliance Global Partners 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, par value $0.0001 per share▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Enservco Corporation Ladies and Gentlemen:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INCDIAMIR BIOSCIENCES CORP. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityThe Benchmark Company, a division of Fordham Financial Management, Inc. TOTAL LLC [ ] [ ] Number of Firm Shares: [●] Number of Option Shares: [●[ ] Public Offering Price per Share: $[●[ ] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●[ ] Proceeds to Company per Share (before expenses): $[●[ ] [None.] [None.] ▇▇▇▇▇▇ ▇. A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ K▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. S▇▇▇▇▇ ▇▇▇▇▇▇▇ G▇▇▇ ▇▇▇▇▇▇▇ C▇▇▇▇ ▇▇▇▇▇▇▇ L▇▇▇▇ ▇. Philips E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ●] ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received2024 The Benchmark Company, _____________ 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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 LLC 1▇▇▇▇▇ ▇▇▇▇ Inc.▇▇▇▇ ▇▇, a Delaware corporation 17th Floor New York, NY 10155 Re: DiamiR Biosciences Corp. (the “Company”) Ladies and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), up or securities convertible into, exchangeable, or exercisable for Common Stock (“Securities”). The Company proposes to _______________1 enter into an underwriting agreement (the “Underwriting Agreement”) with you as representative of the underwriters, with respect to a public offering of the Company’s Common Stock and warrants to purchase the Company’s Common Stock (the “Offering”). The undersigned acknowledges that the Offering will be of benefit to the undersigned. The undersigned also acknowledges that you and each underwriter to be named in the Underwriting Agreement will rely on the representations and agreements of the undersigned contained in this letter in connection with entering into the Underwriting Agreement and performing your and their obligations thereunder. In consideration of the foregoing and as an inducement to you as underwriter, the undersigned hereby agrees that the undersigned will not, without your prior written consent (which consent may be withheld in your sole discretion), directly or indirectly, sell, offer to sell, contract to sell, or grant any option for the sale (including without limitation any short sale), grant any security interest in, pledge, hypothecate, hedge, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) or otherwise dispose of or enter into any transaction which is designed to, or could be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) (collectively, a “Disposition”) of any shares of Common StockStock or any Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned, par value $0.0001 per share, or publicly announce the undersigned’s intention to do any of the Company foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date six (6) months following the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise PriceClosing Date, as defined in the Underwriting Agreement, subject to adjustment as discussed below (the “Lock-up Period”). The restrictions set forth herein shall not apply to the registration of the offer and sale of Common Stock as contemplated by the Underwriting Agreement and the sale of Common Stock to the Underwriters in the Offering and/or participation of the undersigned in the Offering, and shall furthermore not apply to: i) transfers of Securities as a bona fide gift; ii) transfers of Securities for bona fide estate planning purposes, including any such transfer to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family; iii) if the undersigned is a corporation, partnership, limited liability company or other business entity, transfers of Securities to any direct or indirect shareholder, partner or member of, or owner of a similar equity interest in (including, with respect to trusts, beneficiaries), the undersigned, as the case may be, if, in any such case, such transfer is not for value; iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, transfers of Securities (a) 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, 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 or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value, v) the exercise by the undersigned of any stock option(s) issued pursuant to the Company’s existing stock option plans and/or tradable options, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the shares of Common Stock of the Company received upon such exercise shall remain subject to the restrictions provided for in this Agreement, vi) the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement or the conversion or redemption of outstanding convertible securities, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the shares of Common Stock of the Company received upon such exercise shall remain subject to the restrictions provided for in this Agreement, vii) the occurrence after the date hereof of any of the following: (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of 100% of the voting securities of the Company, (b) the Company merges into or consolidates with any other entity, or any entity merges into or consolidates with the Company, or (c) the Company sells or transfers all or substantially all of its assets to another person, provided, that, the shares of Common Stock of the Company received upon any of the events set forth in clauses (a) through (c) above shall remain subject to the restrictions provided for in this Agreement; viii) transfers of Securities by will or intestate succession upon the death of the undersigned, ix) transfers of Securities to the Company in connection with, and to the extent necessary to fund, the payment of taxes due with respect to the vesting of restricted stock, restricted stock units, performance stock units, equity appreciation rights or similar rights to purchase Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, x) transfers of Securities by operation of law or pursuant to an order of a court or regulatory agency, xi) transactions relating to Common Stock or other securities acquired in the open market after the completion of the Offering, provided that no filing under Section 2(b).16(a) of the Exchange Act, shall be required or shall be voluntarily made in connection with such transfers, xii) transfers of Securities consented to, in writing by you;

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇TRANSCODE THERAPEUTICS, INC. By: Name: R. M▇▇▇▇▇▇ INC. By: Name: ▇▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●•] Number of Option Shares: [●•] Public Offering Price per Share: $[●•] Underwriting Discount per Share: $[●•] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share (before expenses): $[●•] [None.] [None.] ] 1. R. M▇▇▇▇▇▇ ▇▇▇▇▇▇ 2. Z▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Ph.D. 3. T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 4. J▇▇▇ ▇▇▇▇▇▇ ▇▇, Ph.D. 5. ▇Qiyong P▇▇▇▇ ▇▇▇, Ph.D. 6. A▇▇▇ More, Ph.D. 7. P▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. 8. E▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇, Ph.D. 9. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇M▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Ph.D.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇HEAT BIOLOGICS, INC. By: /s/ J▇▇▇▇▇▇ INC. By: ▇▇▇▇ Name: J▇▇▇▇▇▇ ▇▇▇▇ Title: Chairman, CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: /s/ D▇▇▇▇ ▇▇▇▇▇▇ Name: D▇▇▇▇ ▇▇▇▇▇▇ Title: ThinkEquityHead of Investment Banking [SIGNATURE PAGE] HEAT BIOLOGICS, a division of Fordham Financial Management, Inc. TOTAL INC. – UNDERWRITING AGREEMENT Aegis Capital Corp. 5,813,950 872,093 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] 5,813,950 Number of Option Shares: [●] 872,093 Public Offering Price per Share: $[●] 0.43 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.0301 Proceeds to Company per Share (before expenses): $[●] [0.3999 None.] [None.] . J▇▇▇▇▇▇ ▇. ▇▇▇ J▇▇▇ ▇▇▇▇▇▇▇▇, Ph.D. A▇▇ ▇▇▇▇▇, M.B.A. J▇▇▇ ▇▇▇▇▇▇▇, Ph.D. E▇▇▇▇▇ ▇. ▇▇▇▇▇, III J▇▇▇ K.▇. ▇▇▇▇▇▇▇▇▇▇▇, Ph.D. Aristar Capital (f/k/a Brightline Ventures III, LLC) Orion Holdings V, LLC Seed-One Holdings VI, LLC ▇▇▇▇▇ Capital Corp. 8▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Ladies and Gentlemen: The undersigned understands that Aegis Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFCorp., 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK as Representative of the several underwriters (the “WarrantRepresentative”) certifies that), for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith Heat Biologics, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule A to _______________1 the Underwriting Agreement (the “Underwriters”) of shares of Common Stockcommon stock, par value $0.0001 0.0002 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant Capitalized terms used herein and not otherwise defined shall be equal to have the Exercise Price, as defined meanings set forth in Section 2(b)the Underwriting Agreement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 flyEXCLUSIVE, INC. By: /s/ T▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INC, ▇▇. By: Name: T▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. Title: Chief Executive Officer and Chairman Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. LUCID CAPITAL MARKETS LLC By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇/s/ J▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇Name: J▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇Title: Head of Capital Markets Lucid Capital Markets LLC 2,255,639 0 222,833 TOTAL 2,255,639 0 222,833 Number of Firm Shares: 2,255,639 Number of Firm Pre-Funded Warrants: 0 Number of Option Shares and/or Option Pre-Funded Warrants: 222,833 Public Offering Price per Share: $6.65 Public Offering Price per Pre-Funded Warrant: $0.001 Underwriting Discount per Share: $0.399 Underwriting Discount per Pre-Funded Warrant: $0.00006 T▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. B▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Z▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ G▇▇▇ ▇▇▇▇▇ G▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite M▇▇▇▇▇▇ ▇. ▇▇▇ P▇▇▇▇ ▇. ▇▇▇▇▇▇ F▇▇▇▇ ▇. H▇▇▇▇▇▇, ▇▇. T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Lucid Capital Markets LLC 1847 5▇▇ ▇▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that Lucid Capital Markets LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with flyExclusive, Inc., a Delaware corporation (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) of shares of Common Stockclass A common stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject ) and/or pre-funded warrants to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)Shares.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇By: Name: ▇▇▇▇▇ INC▇. By: Name: ▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: ▇▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●•] Number of Option Shares: [●•] Public Offering Price per Share: $[●•] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share (before expenses): $[●•] [Issuer Free Writing Prospectus dated March 31, 2021 None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 By: Name: J▇▇▇ ▇▇▇▇▇▇ INC. By: Name: Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: ThinkEquityHead of Investment Banking ADAMAS ONE CORP.. – UNDERWRITING AGREEMENT Alexander Capital, a division of Fordham Financial Management, Inc. TOTAL L.P. - Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Option Share: $[●] Underwriting Discount per Firm Share: $[●] Underwriting Non-accountable expense allowance Discount per Option Share: $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[None.●] Free Writing Prospectus filed with the SEC on [None.●], 202[●] and linked to here: [●] Adamas One Corp. J▇▇▇ “J▇▇” G. ▇▇▇▇▇▇ S▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇G▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇T▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ G▇▇▇▇▇ ▇. ▇▇▇▇▇ A▇▇▇ ▇. ▇▇▇▇▇▇ P▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital Diamond Technologies, LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings Pubco, LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFPrivateCo, 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. LLC THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING●], 202[●]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM ●], 202[●].2 FOR THE EFFECTIVE DATE PURCHASE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE ●] SHARES OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).STOCK

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 Eastside Distilling, Inc. By: /s/ G▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ INC. By: Name: G▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial ManagementR▇▇▇ CAPITAL PARTNERS, Inc. LLC By: /s/ A▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: ThinkEquityHead of Equity Capital Markets AEGIS CAPITAL CORP. By: /s/ D▇▇▇▇ ▇▇▇▇▇▇ Name: D▇▇▇▇ ▇▇▇▇▇▇ Title: Head of Investment Banking R▇▇▇ Capital Partners, a division of Fordham Financial Management, Inc. LLC 600,000 90,000 Aegis Capital Corp. 600,000 90,000 TOTAL 1,200,000 180,000 Number of Firm SharesUnits: [●] 1,200,000 Number of Option Shares: [●] 180,000 Number of Option Warrants: 180,000 Public Offering Price per ShareFirm Unit: $[●] 4.50 Underwriting Discount per ShareFirm Unit: $[●] 0.3150 Underwriting Non-accountable expense allowance per ShareFirm Unit: $[●] 0.045 Proceeds to Company per Share Unit (including non-accountable expense but before expenses): $[●] [4.14 None.] [. None.] . Glenbrook Capital LP S▇▇▇▇▇ ▇▇▇▇ T▇▇▇▇ ▇. ▇▇▇▇▇ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇G▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ M▇▇▇▇▇▇ ▇▇▇▇ J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ A▇▇▇▇ ▇▇▇▇▇▇▇ S▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇R▇▇▇ ▇. ▇▇▇▇▇Capital Partners, LLC 8▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and Aegis Capital Corp. 8▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that R▇▇▇ Capital Partners, LLC, as representative, joint lead underwriter, and joint bookrunner (the “Representative”), and Aegis Capital Corp., as joint lead underwriter and joint bookrunner, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Eastside Distilling, Inc., a Delaware Nevada corporation (the “Company”), up to _______________1 shares providing for the public offering of Common Stockunits consisting of one share of common stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject ) and one warrant to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to common stock, par value $0.0001 per share, of the Exercise Price, as defined in Section 2(bCompany (the “Public Offering”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇NOVUME SOLUTIONS, INC. By: /s/ ▇▇▇▇▇▇ INC▇. By: ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: By:/s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. 2,062,500 309,375 The Benchmark Company, LLC 2,062,500 309,375 TOTAL 4,125,000 618,750 Number of Firm Shares: [●] 4,125,000 Number of Option Shares: [●] 618,750 Public Offering Price per Share: $[●] 0.80 Underwriting Discount per Share: $[●] 0.056 Underwriting Nonnon-accountable expense allowance per Share: $[●] 0.008 Proceeds to Company per Share (before expenses): $[●] [0.744 Free Writing Prospectus, dated October 24, 2018 None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇President and Chief Executive Officer ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. Chairman of the Board ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Director ▇▇▇▇ ▇. ▇▇▇▇▇ Director ▇▇▇▇▇ Goord Director ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Director ▇. ▇▇▇▇ ▇▇▇▇▇▇ Director ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ General Counsel and Chief Administrative Officer ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Executive Vice President, Corporate Development and Principal Financial and Accounting Officer ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Chief Accounting Officer 5% Shareholders

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. By: __________________________ Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: ______________________________ Name: E▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] Free writing prospectus filed with the SEC on [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).2018

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 Twin Vee PowerCats Co. By: /s/ J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ INC. By: Name: J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: /s/ E▇▇▇ ▇▇▇▇ Name: E▇▇▇ ▇▇▇▇ Title: ThinkEquity, a division Head of Fordham Financial Management, Inc. Investment Banking ThinkEquity LLC 750,000 TOTAL 750,000 Number of Firm Shares: [●] Number of Option Shares: [●] 750,000 Public Offering Price per Share: $[●] 4.00 Underwriting Discount per Share: $[●] 0.28 Underwriting Nonnon-accountable expense allowance per Share: $[●] 0.04 Proceeds to Company per Share (before expenses): $[●] 3.72 [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ P▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ N▇▇▇ ▇▇▇▇ M▇▇▇▇▇ ▇▇▇▇ K▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING1] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ 2025 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Commencement Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.Twin Vee PowerCats Co., a Delaware corporation (the “Company”), up to _______________1 _ shares of Common Stock, par value $0.0001 0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇[Signature Page Follows] By: /s/ C▇▇▇▇▇▇ INC. By: ▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇▇▇▇▇ Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and itself, as Representative of the several Underwriters named on Schedule 1 heretoUnderwriter: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇/s/ R▇▇▇▇▇ ▇. ▇▇▇▇ Name: R▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Executive Officer Aegis Capital Corp. 8,000,000 1,200,000 TOTAL 8,000,000 1,200,000 Number of Firm Shares: 8,000,000 Number of Option Shares: up to 1,200,000 Public Offering Price per Share: US$1.00 Underwriting Discount per Share: US$0.08 Proceeds to Company per Share (before expenses): US$0.92 C▇▇▇▇▇▇ ▇▇▇▇▇ S▇▇▇▇ ▇▇▇▇▇▇ O▇▇▇ ▇▇▇▇▇ A▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇. J▇▇▇ ▇. ▇▇▇▇▇▇▇ D▇▇▇▇ ▇▇▇▇▇ ▇. P▇▇▇ ▇▇▇ J▇▇▇▇ ▇▇▇▇▇ W▇▇▇ ▇▇▇▇▇▇▇ R. ▇. ▇▇▇▇▇▇▇▇ P▇▇▇ ▇▇▇▇▇▇ Aegis Capital Corp. 1▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite 27th Floor New York, NY 10105 Ladies and Gentlemen: The undersigned understands that Aegis Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK Corp. (the “WarrantUnderwriter”) certifies that), for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Draganfly Inc., a Delaware British Columbia corporation (the “Company”), up to _______________1 shares providing for the public offering (the “Public Offering”) of Common Stock[●] common shares, no par value $0.0001 per sharevalue, of the Company (the “Warrant Shares”). To induce the Underwriter to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, the undersigned will not, during the period commencing on the date hereof and ending ninety (90) days after the date of the Underwriting Agreement (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Underwriter in connection with: (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant amended (the “Exchange Act”), or other public announcement shall be equal required or shall be voluntarily made during the Lock-Up Period in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the Exercise Pricebenefit of the undersigned (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Underwriter a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 2(b13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made during the Lock-Up Period; (f) the transfer of Shares in connection with the vesting, redemption, settlement, or exercise of restricted share units, stock options, warrants or other rights or awards to receive or purchase Shares (including, in each case, by way of “net” or “cashless” exercise/redemption), including for the payment of the exercise or redemption price, transaction fees and/or tax withholdings or remittance payments due to tax authorities in Canada or the United States (as may be applicable) as a result of the vesting, redemption, settlement, or exercise of such securities, provided that any remaining Shares received upon such exercise, redemption, vesting, settlement or conversion following such transfer shall be subject to the terms of this lock-up agreement and further provided, that the transfer of Shares is limited to the amount needed to satisfy such tax obligation related to vesting of equity compensation; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Time of Sale Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) the entry into, the establishment or amendment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act or automatic securities disposition plans or trading plans to a similar effect permitted under applicable Canadian (federal or provincial) laws, rules and regulations, for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, separation agreement or other court order, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; (j) the transfer of Lock-Up Securities to the Company upon the death, disability, termination of employment or cessation of services; and (k) the transfer of Lock- Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, amalgamation, arrangement, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INCFGI INDUSTRIES LTD. By: Name: Title: Confirmed as of the date first written above mentionedTHE BENCHMARK COMPANY, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. LLC By: Name: J▇▇▇ ▇. ▇▇▇▇▇ III Title: ThinkEquitySenior Managing Director The Benchmark Company, a division of Fordham Financial ManagementLLC [•] [•] Northland Securities, Inc. [•] [•] TOTAL [•] [•] Number of Firm Shares: [●•] Number of Option Shares: [●•] Public Offering Price per Share: $$ [●•] Underwriting Discount per Share: $$ [●] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share (before expenses): $[●•] [None.] [None.] ▇▇▇▇▇▇ ▇•] 1. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇D▇▇▇▇ ▇▇▇▇▇ ▇2. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇J▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 NEW AGE BEVERAGES CORPORATION By:/s/ Br▇▇▇ ▇▇▇▇▇▇ INC. By: Name: Br▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial ManagementRO▇▇ ▇APITAL PARTNERS, Inc. LLC By: _/s/ Aa▇▇▇ ▇. ▇urewitz_______________________ Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇Aa▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ Title: Head of Equity Capital Markets A.G.P./ALLIANCE GLOBAL PARTNERS By:/s/ Th▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇Name: Th▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Managing Director, Investment Banking Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Ro▇▇ ▇apital Partners, LLC 6,450,000 967,500 A.G.P./Alliance Global Partners 6,450,000 967,500 TOTAL 12,900,000 1,935,000 Number of Firm Shares: 12,900,000 Number of Option Shares: 1,935,000 Public Offering Price per Security: $3.50 Underwriting Discount per Security: $0.245 Proceeds to Company per Security (before expenses): $41,989,500 ● Br▇▇▇ ▇▇▇▇▇▇ ● Re▇▇▇▇ ▇▇▇▇▇▇▇ ● Ed ▇▇▇▇▇▇▇ ● Ti▇ ▇▇▇▇ ● Gr▇▇ ▇ea ● Gr▇▇▇▇▇ ▇. ▇▇▇▇▇ Ro▇▇ ▇apital Partners, LLC 88▇ ▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that Ro▇▇ Leonite Capital ▇apital Partners, LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.Age Beverages Corporation, a Delaware Washington corporation (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) of shares of Common Stockcommon stock, par value $0.0001 0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ GEE GROUP INC. By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: ▇▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL 83,333,333 12,499,999 Number of Firm Shares: [●] 83,333,333 Number of Option Shares: [●] Shares:12,499,999 Public Offering Price per Share: $[●] 0.60 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.045 Proceeds to Company per Share (before expenses): $[●] [0.555 Issuer Free Writing Prospectus dated March 31, 2021 None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ BALLANTYNE STRONG, INC. By: /s/ T▇▇▇ ▇. Major Name: T▇▇▇ ▇. Major Title: Chief Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: /s/ E▇▇▇ ▇▇▇▇ Name: E▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL 3,290,000 Number of Firm Shares: [●] Number of Option Shares: [●] 3,290,000 Public Offering Price per Share: $[●] 2.30 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.161 Proceeds to Company per Share (before expenses): $[●] [2.139 Free writing prospectus dated February 3, 2021. None.] [None.] . M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ R▇▇ ▇. ▇▇▇▇▇▇▇ T▇▇▇ ▇. Major D. K▇▇▇ ▇▇▇▇▇▇▇▇▇ L▇▇▇▇ ▇. ▇▇▇▇▇▇▇ W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ N▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] _ THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Initial Exercise Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Ballantyne Strong, Inc., a Delaware corporation (the “Company”), up to _______________1 _ shares of Common Stock, par value $0.0001 0.01 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain underwriting agreement, dated as of February [●], 2021 between the Company and ThinkEquity, a division of Fordham Financial Management Inc., as representative of the underwriter(s) named therein.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 cbdMD, INC. By: /s/ M▇▇▇ ▇. ▇▇▇▇▇▇▇ INC. By: Name: M▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Financial Officer and Chief Operating Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: /s/ E▇▇▇ ▇▇▇▇ Name: E▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. 2,000,000 300,000 TOTAL 2,000,000 300,000 Number of Firm Shares: [●] 2,000,000 Number of Option Shares: [●] 300,000 Public Offering Price per Share: $[●] 6.00 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.465 Proceeds to Company per Share (before expenses): $[●] [5.535 None.] [None.] ▇. M▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ (Chairman of the Board of Directors and Chief Executive Officer) M▇▇▇ ▇. ▇▇▇▇▇▇▇ (Chief Financial Officer and Chief Operating Officer) A▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇(Director) S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (Director) B▇▇▇▇▇ ▇▇▇▇▇▇▇ (Director) G▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(iDirector), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇FREECAST, INC. By: ▇▇▇▇▇▇▇ INC▇. By: Name: Title: ▇▇▇▇▇▇, ▇▇. Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: [Name: ] [Title: ThinkEquity] Alexander Capital, a division of Fordham Financial Management, Inc. L.P. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ] ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., [__________] OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., [__________] OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERDEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS 180 DAYS ONE (1) YEAR FROM THE EFFECTIVE DATE OF THE OFFERINGREGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE OFFERINGREGISTRATION STATEMENT]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. By: /s/ Sébastien St-Louis Name: Sébastien St-Louis Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Managing Director, Investment Banking By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Compliance Officer By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director, Investment Banking [SIGNATURE PAGE] HEXO CORP.. – UNDERWRITING AGREEMENT A.G.P./Alliance Global Partners 31,084,746 Cantor ▇▇▇▇▇▇▇▇▇▇ Canada Corporation 15,423,729 ATB Capital Markets Inc. 949,153 Number of Units: 47,457,628 Number of Shares: 47,457,628 Number of Warrants: 23,728,814 Public Offering Price per Unit: US$2.95 Underwriters’ Fee per Unit (cash portion)(1): US$5,600.000.00 Proceeds to Company per Unit (before expenses): US$2.83 (1) The Underwriters’ Fee is payable in cash in respect of an amount equal to 4.0% of the gross proceeds from the Offering and in common shares to be issued at a price equal to the Offering Price in respect of an amount equal to 0.5% of the gross proceeds from the Offering. None. List of Lock-Up Parties Sebastien St-Louis - CEO ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - CFO ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - COO ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ - CPO ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ – General Counsel ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Lock-Up Agreement A.G.P./Alliance Global Partners ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Cantor ▇▇▇▇▇▇▇▇▇▇ Canada Corporation ATB Capital Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ Ladies and Gentlemen: The undersigned understands that you and certain other firms (the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by the Underwriters of units of HEXO Corp., a Delaware corporation incorporated under the laws of Ontario (the “Company”), up to _______________1 shares with each unit consisting of Common Stock, par value $0.0001 per share, one common share in the capital of the Company (“Shares”) and one-half of one common share purchase warrant of the Company (each whole warrant, a “Warrant SharesWarrant”), and that the Underwriters propose to reoffer the Shares and Warrants comprising such units to the public (the “Offering”). In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of the Underwriters the undersigned will not, directly or indirectly, (a) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any Shares (including, without limitation, Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and Shares that may be issued upon exercise of any options, or warrants) or securities convertible into or exercisable or exchangeable for Shares; (b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Shares, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Shares or other securities, in cash or otherwise; (c) except as subject provided for below, make any demand for or exercise any right or cause to adjustment hereunderbe filed a registration statement, including any amendments thereto, with respect to the registration of any Shares or securities convertible into or exercisable or exchangeable for Shares or any other securities of the Company; or (d) publicly disclose the intention to do any of the foregoing for a period commencing on the date hereof and ending sixty (60) days after the closing date of the Offering (such sixty-day period, the “Lock-Up Period”). The purchase price foregoing paragraph shall not apply to (a) transactions relating to Shares or other securities acquired in the open market after the completion of one share the Offering, provided that no filing under Section 16(a) of Common Stock under this Warrant shall be equal to the Exercise PriceSecurities Exchange Act of 1934, as defined in Section 2(bamended (the “Exchange Act”)., shall

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇IBIO, INC. By: /s/ R▇▇▇▇▇ INC▇. By: ▇▇▇ Name: R▇▇▇▇▇ ▇. ▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 attached hereto: A Division of Fordham Financial Management, Inc. : A. G.P./ALLIANCE GLOBAL PARTNERS By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇/s/ T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇Title: Managing Director, Investment Banking A.G.P./Alliance Global Partners 2,450,000 4,510 2,250,000 2,250,000 3,750,000 3,750,000 3,750,000 Number of Firm Shares: 2,450,000 Number of Preferred Shares: 4,510 Number of Series A Warrants: 25,000,000 Number of Series B Warrants: 25,000,000 Number of Option Shares: 3,750,000 Number of Series A Warrants Comprising Option Warrants: 3,750,000 Number of Series B Warrants Comprising Option Warrants: 3,750,000 Public Offering Price per Firm Share: $0.198 Public Offering Price per Preferred Share: $999.998 Public Offering Price per Firm Warrant: $0.001 Firm Warrant Exercise Price: $0.22 Underwriting Discount per Firm Share sold to Pre-Existing Relationship Investors: $0.0069 Underwriting Discount per Firm Share sold to Investors that are not Pre-Existing Relationship Investors: $0.0139 Underwriting Discount per Preferred Share sold to Pre-Existing Relationship Investors: $34.9999 Underwriting Discount per Preferred Share sold to Investors that are not Pre-Existing Relationship Investors: $69.9999 Underwriting Discount per Firm Warrant sold to Pre-Existing Relationship Investors: $0.00003 Underwriting Discount per Firm Warrant sold to Investors that are not Pre-Existing Relationship Investors: $0.00007 Proceeds to Company per Firm Share (before expenses): $0.1841 Proceeds to Company per Preferred Share (before expenses): $929.9981 Proceeds to Company per Firm Warrant (before expenses): $0.0009 Issuer General Use Free Writing Prospectus filed with the Commission on September 17, 2019 and as amended and filed on October 10, 2019 A.G.P./Alliance Global Partners 5▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant SharesAs Underwriter named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK The undersigned understands that you (the “WarrantUnderwriter”) certifies that, for value received, _____________ or its assigns propose to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon providing for the terms and subject to purchase by the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ Underwriter of shares (the “Initial Exercise DateStock”) andof common stock, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 par value $0.001 per share (the “Termination DateCommon Stock”), but not thereafterwarrants (the “Warrants”) to purchase shares of Common Stock and Series C Convertible Preferred Stock, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ par value $0.001 per share (the “Series C Preferred Stock”) of iBio, Inc., a Delaware corporation (the “Company”), up and that the Underwriter proposes to _______________1 reoffer the Stock, the Warrants and the Series C Preferred Stock to the public (the “Offering”). In consideration of the execution of the Underwriting Agreement by the Underwriter, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of the Underwriter, the undersigned will not, directly or indirectly, (a) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock; (b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, par value $0.0001 per share, of the Company whether any such transaction described in clause (the “Warrant Shares”), as subject a) or (b) above is to adjustment hereunder. The purchase price of one share be settled by delivery of Common Stock under this Warrant shall or other securities, in cash or otherwise; (c) except as provided for below, make any demand for or exercise any right or cause to be equal filed a registration statement, including any amendments thereto, with respect to the Exercise Priceregistration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company; or (d) publicly disclose the intention to do any of the foregoing for a period commencing on the date hereof and ending ninety (90) days after the date of the effective date of the Registration Statement relating to the Offering (such 90-day period, as defined in Section 2(bthe “Lock-Up Period”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇SYNTHETIC BIOLOGICS, INC. By: /s/ J▇▇▇▇▇▇ INC. By: ▇▇▇▇▇ Name: J▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: /s/ D▇▇▇▇ ▇▇▇▇▇▇ Name: D▇▇▇▇ ▇▇▇▇▇▇ Title: ThinkEquity, a division Head of Fordham Financial Management, Inc. TOTAL Investment Banking Aegis Capital Corp. 11,500,000 1,725,000 Number of Firm Shares: [●] 11,500,000 Number of Option Shares: [●] 1,725,000 Public Offering Price per Share: $[●] 1.00 Underwriting Discount per Share: $[●] 0.065 Underwriting Non-accountable expense allowance per Share: $[●] 0.01 Proceeds to Company per Share (before expenses): $[●] [0.925 None.] [None.] 1. J▇▇▇▇▇▇ ▇. ▇▇▇▇ 2. C. E▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 3. J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇ 4. S▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇, C.P.A, J.▇. 5. S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ 6. ▇J▇▇▇▇▇▇ ▇▇▇▇ ▇, J.▇. ▇▇▇▇▇▇ CAPITAL CORP 8▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Ladies and Gentlemen: The undersigned understands that Aegis Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK Corp. (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith Synthetic Biologics, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware Nevada corporation (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) of shares of Common Stockcommon stock, par value $0.0001 0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 LASER PHOTONICS CORPORATION By: Wa▇▇▇ ▇▇▇▇▇▇▇ INC. By: Name: Title: Confirmed as of the date first written above mentioned, President on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial ManagementALEXANDER CAPITAL, Inc. L.P. By: Name: Title: ThinkEquityJo▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director Underwriter Total Number of Firm Units to be Purchased Number of Additional Units to be Purchased if the Over-Allotment Option is Fully Exercised Alexander Capital, a division of Fordham Financial Management, Inc. L.P. [●] TOTAL Number of Firm SharesUnits: [●] Number of Option SharesUnits: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (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 _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).