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. [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, TIVIC HEALTH SYSTEMS, INC. By: Name: Xxxxxxxx Xxxxx 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: THINKEQUITY LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT 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, TIVIC HEALTH SYSTEMS, INCBRIACELL THERAPEUTICS CORP. By: Name: Wxxxxxx X. Xxxxxxxx Xxxxx 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 LLC A Division of Fordham Financial Management, Inc. By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. BriaCell Therapeutics Corp. – UNDERWRITING AGREEMENT] SCHEDULE Underwriting Agreement Schedule 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants Units to be Purchased Number of Option Shares Securities to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number ThinkEquity, a division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL SCHEDULE Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule 2-A Pricing Information Number of Firm SharesUnits: [•] t ● Number of Class A Firm Pre-Funded Warrants: [•] Units t ● Number of Class B Firm Units t Number of Option Shares: [•] Number of Shares and/or Option Pre-Funded Warrants: [•] t Number of Option Warrants: t Public Offering Price per Class A Firm Share/Option ShareUnit: $[•] $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant/: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $[•] $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Share/Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $[•] $ t Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company $ t Underwriting Discount per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] : $ t Non-accountable expense allowance per Firm ShareUnit: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE $ t Schedule 2-B Issuer General Use Free Writing Prospectuses SCHEDULE [None.] Schedule 2-C Written Testing-the-Waters Communications SCHEDULE [None.] Schedule 3 List of Lock-Up Parties EXHIBIT Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant EXHIBIT B Form Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of Representative’s one Common Share under this Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT Dshall 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, TIVIC HEALTH SYSTEMS, INC. FENBO HOLDINGS LIMITED By: Name: Xxxxxxxx Lx Xxx Lxx Xxxxx 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: THINKEQUITY EX XXXXXX, division of Benchmark Investments, LLC By: Name: Sxx Xxxxxxxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Supervisory Principal SCHEDULE 1 1-A Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number EX Xxxxxx, division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Benchmark Investments, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•●] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•●] Public Offering Price per Firm Share/: $[●] Public Offering Price per Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Underwriting Discount per Firm Share/: $[●] Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Proceeds to Company per Firm Share/Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications [__] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DLock-Up Agreement __, 2023 EX XXXXXX, division of Benchmark Investments, LLC as Representative of the Underwriters 500 Xxxxxxx Xxxxxx, 00xx Xxxxx New York, New York 10022 Ladies and Gentlemen: The undersigned understands that EX Xxxxxx, division of Benchmark Investments, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Fenbo Holdings Limited., a Cayman Islands corporation (the “Company”), providing for the public offering (the “Public Offering”) of ordinary shares, par value $0.0001 per share, of the Company (the “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 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. [Signature Page Follows] 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, TIVIC HEALTH SYSTEMS, INC. Bone Biologics Corporation By: Name: Xxxxxxxx Xxxxx Jxxxxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned: EX XXXXXX, on behalf division of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY Benchmark Investments, LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Sxx Xxxxxxxxxx Supervisory Principal SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Pre-Funded Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number EX Xxxxxx, division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Benchmark Investments, LLC TOTAL Total: SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] $ Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] $ Public Offering Price per Option Share: $ Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] $ Proceeds to Company per Firm Share/Share (before expenses): $ Proceeds to Company per Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 23 List of Lock-C Written Up Parties ● Jxxxxxx Xxxxxxx ● Dxxxx X. Xxxxx ● Dxx X. Xxxxxx ● Bxxxx Xxxxxxxx ● Exxxx Xxxxxx ● Sxxxxxxx Angle SCHEDULE 4 Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT 5 Significant Subsidiaries Exhibit A Form of Pre-Funded Warrant EXHIBIT Exhibit B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DANNEX A

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, TIVIC HEALTH SYSTEMS, PYXIS TANKERS INC. By: Name: Valentios (“Xxxxx”) Xxxxxxxx Xxxxx 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: THINKEQUITY LLC THINKEQUITY, A Division of Fordham Financial Management, Inc. By: Name: Xxxx Xxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. Head of Investment Banking Pyxis Tankers Inc. – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Over-Allotment Option is Fully Exercised ThinkEquity LLC ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $one Share and [•__] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded WarrantWarrants: $[•] Underwriting Discount per Firm Share/Option Share: $Share and [•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded and Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications 2.11 SUBSIDIARY LIST Name Jurisdiction of Incorporation Secondone Corporation Ltd. Malta Thirdone Corporation Ltd. Malta Fourthone Corporation Ltd. Malta Seventhone Corp. Republic of the Xxxxxxxx Islands Eighthone Corp. Republic of the Xxxxxxxx Islands SCHEDULE 2.25 VESSEL LIST Vessel Name Vessel Owning Subsidiaries Flag Pyxis Epsilon Eigthone Corp. Republic of the Xxxxxxxx Islands Pyxis Theta Seventhone Corp. Malta Pyxis Malou Fourthone Corp. Malta Northsea Alpha Secondone Corp. Malta Northsea Beta Thirdone Corp Malta SCHEDULE 3 List of Lock-Up Parties Valentios (“Xxxxx”) Xxxxxxxx Xxxxx X. Xxxxxxxx Xxxxxxxxxxxx Xxxxxx Xxxxx X. Xxx Xxxxx X. Xxxxxxxxx Xxxxxxxxx X. Xxxxxx EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of RepresentativeUnderwriter’s Warrant Agreement EXHIBIT C B Form of Lock-Up Agreement __________, 2020 ThinkEquity, A Division of Fordham Financial Management, Inc. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representative of the several Underwriters (if any) named on Schedule 1 to the Underwriting Agreement reference below Ladies and Gentlemen: The undersigned understands that you (the “Representative”) and certain other firms, if any (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Pyxis Tankers Inc., a Xxxxxxxx Island corporation (the “Company”), providing for the purchase by the Underwriters of certain of the Company’s securities, including its 8.25% Series A Cumulative Redeemable Perpetual Preferred Shares (the “Series A Preferred Shares”) and warrants (the “Warrants”) to purchase the Company’s common shares, par value $0.001 per share (the “Common Shares”), and that the Underwriters propose to reoffer the Series A Preferred Shares and Warrants to the public (the “Offering”). The Series A Preferred Shares and Warrants are referred to herein as the “Offered Securities.” 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 Representative, on behalf of the Underwriters, the undersigned will not, directly or indirectly, (1) 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 Offered Securities or Common Shares (including, without limitation, Offered Securities or Common 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 Offered Securities or Common Shares that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Offered Securities or Common Shares, (2) 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 Offered Securities or Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Offered Securities or Common Shares or other securities, in cash or otherwise, (3) except as provided for below, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Offered Securities or Common Shares or securities convertible into or exercisable or exchangeable for Offered Securities or Common Shares or any other securities of the Company, or (4) 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 of the Offering (such 60-day period, the “Lock-Up Period”). The foregoing paragraph shall not apply to (a) transactions relating to Offered Securities or Common Shares or other securities acquired in the open market after the completion of the 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 such transactions; (b) bona fide gifts of shares of any class of the Company’s capital stock or any security convertible into Offered Securities or Common Shares, in each case that are made exclusively between and among the undersigned or members of the undersigned’s family, or affiliates of the undersigned, including its partners (if a partnership) or members (if a limited liability company); (c) any transfer of Offered Securities or Common Shares or any security convertible into Offered Securities or Common Shares by will or intestate succession upon the death of the undersigned; (d) transfer of Offered Securities or Common Shares or any security convertible into Offered Securities or Common Shares to an immediate family member (for purposes of this Lock-Up Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin) or any trust, limited partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or any immediate family member of the undersigned; provided that, in the case of clauses (b)-(d) above, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Lock-Up Letter Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto, (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period referred to above, and (iii) the undersigned notifies the Representative at least two business days prior to the proposed transfer or disposition; (e) the transfer of shares to the Company to satisfy withholding obligations for any equity award granted pursuant to the terms of the Company’s option/incentive plans, such as upon exercise, vesting, lapse of substantial risk of forfeiture, or other similar taxable event, in each case on a “cashless” or “net exercise” basis (which, for the avoidance of doubt shall not include “cashless” exercise programs involving a broker or other third party), provided that as a condition of any transfer pursuant to this clause (e), that if the undersigned is required to file a report under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Offered Securities or Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares during the Lock-Up Period, the undersigned shall include a statement in such report, and if applicable an appropriate disposition transaction code, to the effect that such transfer is being made as a share delivery or forfeiture in connection with a net value exercise, or as a forfeiture or sale of shares solely to cover required tax withholding, as the case may be; (f) transfers of Offered Securities or Common Shares or any security convertible into or exercisable or exchangeable for Common Shares pursuant to a bona fide third party tender offer made to all holders of the Offered Securities or Common Shares, merger, consolidation or other similar transaction involving a change of control (as defined below) of the Company, including voting in favor of any such transaction or taking any other action in connection with such transaction, provided that in the event that such merger, tender offer or other transaction is not completed, the Offered Securities or Common Shares and any security convertible into or exercisable or exchangeable for Offered Securities or Common Shares shall remain subject to the restrictions set forth herein; (g) the exercise of warrants or the exercise of options to purchase Common Shares granted pursuant to the Company’s option/incentive plans or otherwise outstanding on the date hereof; provided, that the restrictions shall apply to Common Shares issued upon such exercise or conversion; (h) the establishment of any contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Exchange Act; provided, however, that no sales of Offered Securities or Common Shares or securities convertible into, or exchangeable or exercisable for, Offered Securities or Common Shares, shall be made pursuant to a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period; provided further, that the Company is not required to report the establishment of such Rule 10b5-1 Plan in any public report or filing with the Commission under the Exchange Act during the lock-up period and does not otherwise voluntarily effect any such public filing or report regarding such Rule 10b5-1 Plan; and (i) any demands or requests for, or exercise of any right with respect to, or the taking of any action in preparation of, the registration by the Company under the Securities Act of the undersigned’s Offered Securities or Common Shares, provided that no transfer of the undersigned’s Offered Securities or Common Shares registered pursuant to the exercise of any such right and no registration statement shall be filed under the Securities Act with respect to any of the undersigned’s Offered Securities or Common Shares during the Lock-Up Period. For purposes of clause (f) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, purchase, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting shares of the Company. 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 the undersigned’s securities subject to this Lock-Up Letter Agreement except in compliance with this Lock-Up Letter Agreement. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any Offered Securities that the undersigned may purchase in the Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of securities subject to this Lock-Up Letter Agreement, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of securities subject to this Lock-Up Letter Agreement not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this securities subject to this Lock-Up Letter Agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. It is understood that, if the Company notifies the Underwriters that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective, 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 securities, the undersigned will be released from its obligations under this Lock-Up Letter Agreement. The undersigned understands that the Company and the Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement. This Lock-Up Letter Agreement shall automatically terminate upon the earliest to occur, if any, of (1) the termination of the Underwriting Agreement before the sale of any securities to the Underwriters or (2) the termination of the Offering. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representative, successors and assigns of the undersigned. Very truly yours, By: Name: Title: ________________________ (Name - Please Print) ________________________ (Signature) ________________________ (Name of Signatory, in the case of entities - Please Print) ________________________ (Title of Signatory, in the case of entities - Please Print) Address: EXHIBIT DC Form of Press Release [Date] Pyxis Tankers Inc., a corporation formed under the laws of the Republic of the Xxxxxxxx Islands (the “Company”), announced today that ThinkEquity, a division of Fordham Financial Management, Inc., acting as representative for the underwriters in the Company’s recent public offering of the Company’s common shares, is [waiving] [releasing] a lock-up restriction with respect to _________ the Company’s common shares held by [certain officers, directors or other security holders] [an officer, director or security holder] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date.

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, TIVIC HEALTH SYSTEMS, INC. CHI KO HOLDINGS LIMITED By: Name: Xxxxxxxx Xxxxx Xxx Xxxx Title: Chief Executive Officer Chairman and Director 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 XX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. Chi Ko Holdings Limited – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number XX Xxxxxx, division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Benchmark Investments, LLC [___ ] [___ ] TOTAL [___ ] [___ ] SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•__] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•__] Public Offering Price per Firm Share/: $[__] Public Offering Price per Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•__] Underwriting Discount per Firm Share/: $[__] Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•__] Proceeds to Company per Firm Share/Share (before expenses): $[__] Proceeds to Company per Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•__] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications [__] SCHEDULE 3 List of Lock-Up Parties Xx. Xxxxx Xxx Xxxx Fly Cloud Limited Xx. Xxxx Xxx Xxxxx Xx. Xxxx Xxx Xxxx Xx. Xxxxxxxxxx Xxxxxxxxxx Xx. Xxxx Xxxxx Xxxx Xx. Xxx Xxx Xxxxx Xx. Xx Xxx Xxxxx EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DLock-Up Agreement [__, 2023] XX XXXXXX, division of Benchmark Investments, LLC as Representative of the Underwriters 000 Xxxxxxx Xxxxxx, 00xx Xxxxx New York, New York 10022 Ladies and Gentlemen: The undersigned understands that XX Xxxxxx, division of Benchmark Investments, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Chi Ko Holdings Limited, a Cayman Islands corporation (the “Company”), providing for the public offering (the “Public Offering”) of ordinary shares, par value $[ ] per share, of the Company (the “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 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 compliance, or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance 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 us. Very truly yours, TIVIC HEALTH SYSTEMSAPPLIED UV, INC. By: Name: Xxxxxxxx Xxxxx Xxx Xxxx 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: THINKEQUITY LLC above. AEGIS CAPITAL CORP. By: Name: Xxxxxx Xxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Chief Executive Officer SCHEDULE 1 Underwriter SCHEDULE OF THE UNDERWRITER Total Number of Firm Shares to be Purchased Units Purchase Price of the Units Underwriters Aegis Capital Corp. Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: [•●] ● Number of Units containing Firm Shares (“Common Units”) [●] ● Number of Units containing Pre-Funded Warrants: funded Warrants (“Pre-funded Units”) [•●] Number of Option Shares: [•●] Number of Option Pre-Funded funded Warrants: [•●] Number of Option Warrants: [●] Public Offering Price per Firm Share/Option ShareCommon Unit: $$ [•●] Public Offering Price per Firm Pre-Funded Warrant/Option funded Unit: $ [●] Exercise Price per Pre-Funded Warrant: $$ 0.001 Exercise Price per Series A Warrant per whole share: $ [•●] Exercise Price per Series B Warrant per whole share: $ [●] Underwriting Discount per Firm Share/Option ShareCommon Unit: $$ [•●] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrantfunded Unit: $$ [•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•●] Non-accountable expense allowance per Firm Common Unit and per Pre-funded Unit: $ [●] Purchase Price per Option Share: $$ [•●] Non-accountable expense allowance Purchase Price per Firm Option Pre-Funded Warrant: $$ [•●] Purchase Price per Option Warrant: $ [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications 6 SCHEDULE 3 List of Lock-Up Parties Xxx Xxxx The Xxxx Family 2020 Irrevocable Trust Xxxxxxx Xxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx X. Hack Xxxxxx Xxxxxxx Xxxxx Xxxxx EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DNovember [●], 2023 Aegis Capital Corp. 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 The undersigned understands that Aegis Capital Corp., the underwriter, (the “Underwriter”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Applied UV, Inc., a company formed under the laws of Nevada (the “Company”), providing for the offering (the “Offering”) by the Company of an aggregate of [●] units (the “Units”), each consisting of (i) one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) or a pre-funded warrant to purchase one share of common stock, (ii) one-tenth of a Series A warrant to purchase one share of Common Stock, and (iii) one-tenth of a Series B warrant to purchase one share of Common 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. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriters, the Selling Shareholder, 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, TIVIC HEALTH SYSTEMS, INC. FENBO HOLDINGS LIMITED By: Name: Xxxxxxxx Lx Xxx Lxx Xxxxx Title: Chief Executive Officer and Chairman SELLING SHAREHOLDER By: Name: Lx Xxx Xxxxx 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 EX XXXXXX, division of Benchmark Investments, LLC By: Name: Sxx Xxxxxxxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Supervisory Principal SCHEDULE 1 1-A Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC TOTAL SCHEDULE 1-B Selling Shareholder Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC Firm Shares Lx Xxx Xxxxx TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•●] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•●] Public Offering Price per Firm Share/: $[●] Public Offering Price per Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Underwriting Discount per Firm Share/: $[●] Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Proceeds to Company per Firm Share/Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications [__] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DLock-Up Agreement __, 2023 EX XXXXXX, division of Benchmark Investments, LLC as Representative of the Underwriters 500 Xxxxxxx Xxxxxx, 00xx Xxxxx New York, New York 10022 Ladies and Gentlemen: The undersigned understands that EX Xxxxxx, division of Benchmark Investments, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Fenbo Holdings Limited., a Cayman Islands corporation (the “Company”), and Lx Xxx Xxxxx (the “Selling Shareholder”) providing for the public offering (the “Public Offering”) of ordinary shares, par value $0.0001 per share, of the Company (the “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. [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, TIVIC GUARDION HEALTH SYSTEMSSCIENCES, INC. By: Name: Xxxxxxxx Xxxxx Title: Chief Executive Officer Confirmed Accepted by the Representatives, acting for themselves and as Representatives of the Underwriters named on Schedule 2 hereto, as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 heretowritten: THINKEQUITY MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSExecutive Managing Director, INC. – UNDERWRITING AGREEMENT] Investment Banking WALLACHBETH CAPITAL, LLC By: Name: Dxxxxx Xxxxx Title: Chief Compliance Officer Underwriting Agreement 38 SCHEDULE 1 Schedule of Underwriters Underwriter Total Number of Firm Closing Shares to be Purchased Total Number of Firm Pre- Pre-Funded Warrants to be Purchased Total Number of Traditional Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Over-Allotment Option is Fully Exercised ThinkEquity Maxim Group LLC WallachBeth Capital, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 2 List of Lock-Up Parties Mxxxxxx Xxxxxx Rxxxxx Xxxxxxxxxx Mxxx Xxxxxxxxx Dxxxx X. Xxxxx Dxxxxx X. Xxxxxxxx Jxxx Xxxxxxxx Vxxxxxx X. Xxxx Lxxx Xxxxxxx Digital Grid (Hong Kong) Technology Co., Limited EXHIBIT A Form of Pre-Funded Warrant 41 EXHIBIT B Form of Representative’s Traditional Warrant Agreement 42 EXHIBIT C Form of Representatives’ Warrant EXHIBIT D Form of Lock-Up Agreement EXHIBIT DAgreement

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. [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, TIVIC HEALTH SYSTEMSStran & Company, INC. Inc. By: Name: Xxxxxxxx Xxxxx Xxxxxx Shape 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: THINKEQUITY XX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants Units to be Purchased Number of Additional Option Shares Units to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number XX Xxxxxx, division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Benchmark Investments, LLC [●] [●] US Tiger Securities, Inc. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: [•] Number of Firm Pre-Funded Warrants: [•__] Number of Option SharesUnits: [•] Number of Option Pre-Funded Warrants: [•__] Public Offering Price per Firm Share/Option ShareUnit: $[•__] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded WarrantUnit: $[•__] Underwriting Discount per Firm Share/Option ShareUnit: $[•__] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded WarrantUnit: $[•__] Proceeds to Company per Firm Share/Option Share Unit (before expenses): $[•__] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant Unit (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•__] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties [____________] EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form 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 (DEFINED BELOW) TO ANYONE OTHER THAN (I) XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS 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]. COMMON STOCK PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT D[__] Shares of Common Stock of Stran & Company, 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, TIVIC HEALTH SYSTEMSEVMO, INC. By: Name: Xxxxxxxx Xxxxx Sxxxxxx X. Xxxxxxx 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: THINKEQUITY EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSEVmo, INC. Inc. – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number EX Xxxxxx, division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Benchmark Investments, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•●] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•●] Public Offering Price per Firm Share/Option : $[●] Underwriting Discount per Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Underwriting Discount Non-accountable expense allowance per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form Directors and Officers of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT Dthe 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 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. [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, TIVIC HEALTH SYSTEMSWytec International, INC. Inc. By: Name: Xxxxxxxx Xxxxx Xxxxxxx X. Xxxx 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: THINKEQUITY XX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants Units to be Purchased Number of Additional Option Shares Units to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number XX Xxxxxx, division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Benchmark Investments, LLC [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: [•] Number of Firm Pre-Funded Warrants: [•__] Number of Option SharesUnits: [•] Number of Option Pre-Funded Warrants: [•__] Public Offering Price per Firm Share/Option ShareUnit: $[•__] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded WarrantUnit: $[•__] Underwriting Discount per Firm Share/Option ShareUnit: $[•__] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded WarrantUnit: $[•__] Proceeds to Company per Firm Share/Option Share Unit (before expenses): $[•__] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant Unit (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•__] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties [____________] EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form 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 (DEFINED BELOW) TO ANYONE OTHER THAN (I) XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●] [DATE THAT IS SIX MONTHS 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]. COMMON STOCK PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT D[●] Shares of Common Stock of Wytec International, 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, TIVIC HEALTH SYSTEMS, HONGLI GROUP INC. By: Name: Xxxxxxxx Xxxxx Xxx Xxx 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: THINKEQUITY XX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. Hongli Group Inc. – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number XX Xxxxxx, division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Benchmark Investments, LLC [___] [___] TOTAL 5,500,000 825,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 5,500,000 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 825,000 Public Offering Price per Firm Share/: $[●] Public Offering Price per Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Underwriting Discount per Firm Share/: $[●] Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Proceeds to Company per Firm Share/Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications [__] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DParties

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, TIVIC HEALTH SYSTEMSSHINECO, INC. By: Name: Xxxxxxxx Yxxxxx Xxxxx 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: THINKEQUITY BONWICK CAPITAL PARTNERS, LLC By: Name: Dxxxxx XxXxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSManaging Director By: Name: Rxxxxxx Xxxxxxxx Title: Partner, INC. Head of Corporate Finance Shineco, Inc. – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Placement Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC Placed Bonwick Capital Partners, LLC. Network 1 Financial Securities, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Placement Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm PreShare: $[•] Underwriting Non-Funded Warrant/Option Pre-Funded Warrantaccountable expense allowance per Share: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form 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 (DEFINED BELOW) TO ANYONE OTHER THAN (I) BONWICK CAPITAL PARTNERS, LLC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF BONWICK CAPITAL PARTNERS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 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]. COMMON STOCK PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT D[_____] Shares of Common Stock of Shineco, 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, TIVIC HEALTH SYSTEMS, INCADVANCED INHALATION THERAPIES (AIT) LTD. By: Name: Xxxxxxxx Xxxxx 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: THINKEQUITY LLC JXXXXX XXXXXX & CO., LLC. By: Name: Exxx Xxxx Title: Head of Investment Banking/Underwritings [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. ISSUER] – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants Units to be Purchased Number of Option Shares Securities to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC Jxxxxx Xxxxxx & Co., LLC. TOTAL SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: [•] Number of Firm Pre-Funded WarrantsOption Units: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded WarrantUnit: $[•] Underwriting Discount per Firm Share/Option ShareUnit: $[•] Underwriting Discount Non-accountable expense allowance per Firm Pre-Funded Warrant/Option Pre-Funded WarrantUnit: $[•] Proceeds to Company per Firm Share/Option Share Unit (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [To Come] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of PreMor Research Application Ltd. Dxxxx Xxxxxxxxx Yxxxxx Av-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DGxx Xxxx Axxxxx Xxxx and Axx Raved Exxxxxx Xxxxxxxxx Rxx Xxxxxxx 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. [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, TIVIC HEALTH SYSTEMS, PINEAPPLE FINANCIAL INC. By: Name: Xxxxxxxx Xxxxx 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: THINKEQUITY EX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number EX Xxxxxx, division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Benchmark Investments, LLC [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•__] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•__] Public Offering Price per Firm Share/: $[__] Public Offering Price per Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•__] Underwriting Discount per Firm Share/: $[__] Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•__] Proceeds to Company per Firm Share/Share (before expenses): $[__] Proceeds to Company per Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•__] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties [____________] EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form 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 (DEFINED BELOW) TO ANYONE OTHER THAN (I) EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS 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]. COMMON SHARE PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT D[__] Common Shares of Pineapple Financial 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 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. [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, TIVIC HEALTH SYSTEMSSACKS PARENTE GOLF COMPANY, INC. By: Name: Txx Xxxxxxxx Xxxxx 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: THINKEQUITY THE BENCHMARK COMPANY, LLC By: Name: Mxxxxxx Xxxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSManaging Director, Head of Equity Capital Markets SACKS PARENTE GOLF, INC. – UNDERWRITING AGREEMENT] AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity The Benchmark Company, LLC . TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•●] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-3 SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DParties

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, TIVIC HEALTH SYSTEMS, LQR HOUSE INC. By: Name: Xxxxxxxx Xxxxx Xxxx Xxxxxxxxx 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: THINKEQUITY XX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number XX Xxxxxx, division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Benchmark Investments, LLC TOTAL SCHEDULE 22 Reserved. 34 SCHEDULE 3-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•●] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•●] Public Offering Price per Firm Share/: $[●] Public Offering Price per Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Underwriting Discount per Firm Share/: $[●] Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Proceeds to Company per Firm Share/Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•●] SCHEDULE 23-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 4 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DParties

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, TIVIC HEALTH SYSTEMSHEALTHCARE TRIANGLE, INC. By: Name: Xxxxxxxx Xxxxx Sxxxxx Xxxxxxxxxxxx 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: THINKEQUITY EX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSHEALTHCARE TRIANGLE, INC. – UNDERWRITING AGREEMENT] AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number EX Xxxxxx, division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Benchmark Investments, LLC TOTAL SCHEDULE 22 SCHEDULE 3-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•●] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•●] Public Offering Price per Firm Share/: $[●] Public Offering Price per Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Underwriting Discount per Firm Share/: $[●] Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Proceeds to Company per Firm Share/Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•●] SCHEDULE 23-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 4 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DParties

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 us. Very truly yours, TIVIC HEALTH SYSTEMSChina SXT Pharmaceuticals, INC. Inc. By: Name: Xxxxxxxx Xxxx Xxxx Title: Chief Executive Officer Confirmed and accepted as of the date first above written: Boustead Securities, LLC By: Name: Xxxxx Xxxxx 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: THINKEQUITY LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSCHINA SXT PHARMACEUTICALS, INC. – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Placement Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Placed Boustead Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Disclosure Package Number of Firm SharesPlacement Shares for Minimum Offering : [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded WarrantsPlacement Shares for Maximum Offering : [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm PreShare: $[•] Underwriting Non-Funded Warrant/Option Pre-Funded Warrantaccountable expense allowance per Share: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DParties

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, TIVIC HEALTH SYSTEMS, ATHERONOVA INC. By: /s/ Name: Xxxxxxxx Xxxxx Txxxxx Xxxxxxx 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: THINKEQUITY LLC AEGIS CAPITAL CORP. By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants Securities to be Purchased Number of Option Shares Additional Securities to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Firm Shares Firm Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL Additional Shares Additional Warrants Aegis Capital Corp Mxxxxxxx Capital , Inc. SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Additional Shares: [•] Number of Option Pre-Funded Additional Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Txxxxx Xxxxxxx Mxxx Xxxxxxxx Bxxxx Xxxxxx Cxxxx Xxxxx Gxxx Xxxxxxx Axxxxxxxx Xxxxxxxx Pxxx XxXxxxx Jxxxx Xxxxx Fxxx Xxxxx Europa International, Inc. ACT Capital Management LLLP Axxx Xxxxx Cxxxx Xxxxxxxxxxxx OOO CardioNova EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form 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 (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 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]. COMMON STOCK PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT D[_____] Shares of Common Stock of AtheroNova 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, TIVIC HEALTH SYSTEMS, INC. Primech Holdings Ltd. By: Name: Xxxxxxxx Xxxxx 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: THINKEQUITY Pacific Century Securities, LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Pacific Century Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•●] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•●] Public Offering Price per Firm Share/: $[●] Public Offering Price per Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Underwriting Discount per Firm Share/: $[●] Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [●] SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant None EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DAgreement

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, TIVIC HEALTH SYSTEMS, INCBRIACELL THERAPEUTICS CORP. By: Name: Wxxxxxx X. Xxxxxxxx Xxxxx 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 LLC A Division of Fordham Financial Management, Inc. By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. BriaCell Therapeutics Corp. – UNDERWRITING AGREEMENT] SCHEDULE Underwriting Agreement Schedule 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants Units to be Purchased Number of Option Shares Securities to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number ThinkEquity, a division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL SCHEDULE Fordham Financial Management, Inc. Class A: Class B: Aegis Capital Corp. Class A: Class B: TOTAL: Schedule 2-A Pricing Information Number of Firm SharesUnits: [•] t ● Number of Class A Firm Pre-Funded Warrants: [•] Units t ● Number of Class B Firm Units t Number of Option Shares: [•] Number of Shares and/or Option Pre-Funded Warrants: [•] t Number of Option Warrants: t Public Offering Price per Class A Firm Share/Option ShareUnit: $[•] $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant/: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $[•] $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Share/Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $[•] $ t Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company $ t Underwriting Discount per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] : $ t Non-accountable expense allowance per Firm ShareUnit: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE $ t Schedule 2-B Issuer General Use Free Writing Prospectuses SCHEDULE [None.] Schedule 2-C Written Testing-the-Waters Communications SCHEDULE [None.] Schedule 3 List of Lock-Up Parties EXHIBIT Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant EXHIBIT B Form Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of Representative’s one Common Share under this Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT Dshall 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. [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, TIVIC HEALTH SYSTEMS, INC. Trio Petroleum Corp. By: Name: Xxxxxxxx Xxxxx Fxxxx X. Xxxxxxxxxx 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: THINKEQUITY Spartan Capital Securities, LLC By: Name: Jxxxx Xxxxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Spartan Capital Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance Proceeds to Company per Firm Pre-Funded Warrant: $[•] Share (before expenses): SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Fxxxx X. Xxxxxxxxxx Txxxx Xxxxxxx Sxxxx Xxxxxx Sxxx Xxxxxxx Gxxx Xxxxxxxxxxx Cxxxxx Xxx Jxxx Xxxxxxx Txxxxx X. Xxxxxxx Rxxxx Xxxx Theseus Capital Ltd. Naia Ventures, LLC Dxxxxxx Vaniekebelt Rxxx Gencap Fund I LLC Primal Nutrition, Inc. EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement 34 EXHIBIT C Form of B Lock-Up Agreement EXHIBIT D____________, 2022 SPARTAN CAPITAL SECURITIES, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 40 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Spartan Capital Securities, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Trio Petroleum Corp., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock of the Company, par value $0.0001 per share (the “Common Stock” or “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for them in 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. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriters, the Company and the CompanySelling Stockholders, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, TIVIC HEALTH SYSTEMSCHINA COMMERCIAL CREDIT, INC. By: _____________________________________________ Name: Xxxxxxxx Xxxxx Huichun Qin Title: Chief Executive Officer THE SELLING STOCKHOLDERS, named in Schedule 2 hereto, acting severally By: _____________________________________________ Attorney-in Fact Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 3 hereto: THINKEQUITY LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] SCHEDULE 1 Underwriter 1-A Subsidiaries CCC International Investment Ltd. CCC International Investment Holding Ltd. Wujiang Luxiang Information Technology Consulting Co. Ltd. Pride Financial Leasing (Suzhou) Co. Ltd SCHEDULE 1-B VIE Wujiang Luxiang Rural Microcredit Co. Ltd. SCHEDULE 2 Selling Stockholders SCHEDULE 3 Underwriters Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL Axiom Capital Management, Inc. ViewTrade Securities, Inc. Newport Coast Securities SCHEDULE 2-A 4 Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: Share (including accompanying Warrant): $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded WarrantNumber of Additional Shares: [•] Number of Additional Warrants: [•] Warrant Exercise Price: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount Non-accountable expense allowance per Firm Pre-Funded Warrant/Option Pre-Funded WarrantShare: $[•] Proceeds to Company per Firm Share/Option Share (before including accompanying Warrant)(before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Reference is made to Exhibit 4.1 to the Registration Statement on Form S-1 filed on May 7, 2014 (File Number 333-193360) of Lock-Up Agreement EXHIBIT DChina Commercial Credit, Inc., which is incorporated by reference.

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, TIVIC HEALTH SYSTEMSSHUTTLE PHARMACEUTICALS HOLDINGS, INC. By: Name: Xxxxxxxx Xxxxx Axxxxxx Xxxxxxxxxx, M.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: THINKEQUITY BOUSTEAD SECURITIES, LLC By: Name: Kxxxx Xxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Boustead Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 2,500,000 Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] _____ Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] ____ Non-accountable expense allowance Accountable Expense Allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] ____ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties 35 EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form B Forms of Lock-Up Agreement EXHIBIT DAgreements

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, TIVIC HEALTH SYSTEMS, SYSTEMS INC. By: Name: Xxxxxxxx Jxxxxxxx Xxxxx 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: THINKEQUITY LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•●] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•●] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Underwriting Discount per Firm Share/Option Share: $[•●] Underwriting Discount Non-accountable expense allowance per Firm Pre-Funded Warrant/Option Pre-Funded WarrantShare: $[•●] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Exhibit a-1 Exhibit B Form of Lock-Up Agreement EXHIBIT DC Form of Press Release

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. [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, TIVIC HEALTH SYSTEMS, INC. ENERGYS GROUP LIMITED By: Name: Xxxxxxxx Xxxxx Mxxxxxx Xxx Title: Chief Executive Officer Director 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: THINKEQUITY JXXXXX XXXXX CAPITAL, LLC By: Name: Dxxxxx Xxxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – Chief Executive Officer ENERGYS GROUP LIMITED UNDERWRITING AGREEMENT] AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Jxxxxx Xxxxx Capital, LLC [●] [●] - TOTAL [●] SCHEDULE 23-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•●] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•●] Public Offering Price per Firm Share/: $[●] Public Offering Price per Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Underwriting Discount per Firm Share/: $[●] Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Proceeds to Company per Firm Share/Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•●] SCHEDULE 23-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus filed with the SEC on [●]and linked to here: [●] SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 4 List of Lock-Up Parties Name Lock-Up Period in Months Kxxxx Xxx 12 Mxxxxxx Xxxx Yxx Xxx 12 Yat-Fxx Xxx 12 Pxxxx Xxxxxx 12 Dxxxxx Xxxxx 12 Pxxx Xxxxxxxxx 12 Moonglade Investment Limited 12 Sky Shadow Limited 12 Cxxx Xxxx Sxxxx Xxxxxx 6 Cxxx Cxx Xxxx 6 Cxxx Xxxx Xxx 6 Cxx Kxx Xxxx 6 Fx Xxx Yxx Xxxxxx 6 Fxxx Yui Kong 6 Infinitus Partners Financial Services Limited 6 Jxxx Xxxxx Xxxxxxxxx & Sxxxxx Xxxxxxx Xxxxxxxxx 6 Kxxx Xxx Xxxx 6 Kxxx Xxx Xxxxx 6 Lxx Xxxx Sxxx Xxxxxxx 6 Lxx Man Yxx Xxxxxxx 6 Lxx Xxx Cxxxx Xxxxx 6 Lei Son Vxx Xxxxx 6 Lxxxx Xxxxx Hung 6 Lx Xxx Fan 6 Li Wing Keung 6 Nx Xxx Sxxx Xxxxxx 6 Nx Xxxx Xxxxxx 6 Sxxxx Xxx Family Trust 6 So Yat Man 6 Txxxx Xxx Man 6 Wxxx Xxx Xxx 6 Yxxxx Xxx Xxx 6 Yxxxx Xxx 6 EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C A-1 Form of Lock-Up Agreement EXHIBIT D- Ordinary Shares [●], 2024 Jxxxxx Xxxxx Capital, LLC 20 Xxxxxxxx, 00xx Floor New York, NY 10006 Attention: Dxxxxx Xxxxxx Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to Jxxxxx Xxxxx Capital, LLC (the “Underwriter”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Energys Group Limited, a Cayman Islands corporation (the “Company”), and the Underwriter, relating to the proposed public offering (the “Offering”) of ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), of the Company. In order to induce the Underwriter to continue its efforts in connection with the Offering, and in light of the benefits that the offering of the Ordinary Shares will confer upon the undersigned in its capacity as a shareholder 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 agrees with the Underwriter that, during the period beginning on and including the date of this Agreement through and including the date that is 12 months after the commencement date of the trading of the Ordinary Shares (the “Lock-Up Period”), the undersigned will not, without the prior written consent of Underwriter, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, encumber, grant any option for the sale of, 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 Beneficially Owned 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.

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, TIVIC HEALTH SYSTEMSEastside Distilling, INC. Inc. By: Name: Xxxxxxxx Xxxxx Gxxxxx X. Xxxxxxxxxx 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: THINKEQUITY LLC AEGIS CAPITAL CORP. By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC Aegis Capital Corp. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 1,500,000 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 225,000 Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm PreShare: $[•] Underwriting Non-Funded Warrant/Option Pre-Funded Warrantaccountable expense allowance per Share: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C B Form of Lock-Up Agreement EXHIBIT D[•], 2000 Xxxxx Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Eastside Distilling, Inc., a Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.0001 per share, of the Company (the “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. [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, TIVIC HEALTH SYSTEMSHEAT BIOLOGICS, INC. By: /s/ Jxxxxxx Xxxx Name: Xxxxxxxx Xxxxx Jxxxxxx Xxxx Title: Chief Executive Officer 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: THINKEQUITY LLC A.G.P./ALLIANCE GLOBAL PARTNERS By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Head of Investment Banking [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSPAGE] HEAT BIOLOGICS, INC. – UNDERWRITING AGREEMENT] AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Pre-Funded Warrants to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised by the Representative Number of Option Pre- Funded Additional Warrants to be Purchased if the Over- Over-Allotment Option is Fully Exercised ThinkEquity by the Representative A.G.P./Alliance Global Partners 2,700,000 8,550,000 5,625,000 1,687,500 843,750 CIM Securities, LLC 300,000 950,000 625,000 187,500 93,750 TOTAL 3,000,000 9,500,000 6,250,000 1,875,000 937,500 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] 3,000,000 Number of Firm Pre-Funded Warrants: [•] 9,500,000 Number of Firm Warrants: 6,250,000 Number of Option Shares: [•] 1,875,000 Number of Option Pre-Funded Warrants: [•] 937,500 Public Offering Price per Firm Share/Option Share: $[•] 1.44 Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 1.43 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $1.584 Underwriting Discount per Firm Share/Option Share: $[•] 0.1008 Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 0.1001 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share/Option Share (before expenses): $[•] 1.3392 Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance 1.3299 Proceeds to Company per Firm Share: Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] 0.0093 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications Issuer General Use Free Writing Prospectus filed with the Commission on April 20, 2018. SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Axx Xxxxx, M.B.A. Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Aristar Capital (f/k/a Brightline Ventures III, LLC) Orion Holdings V, LLC Seed-One Holdings VI, LLC EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT D[·], 2018 Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, 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”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”) of shares of common stock, par value $0.0002 per share, of the Company (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in 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 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. [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, TIVIC HEALTH SYSTEMS, INC. Trio Petroleum Corp. By: Name: Xxxxxxxx Xxxxx Fxxxx X. Xxxxxxxxxx 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: THINKEQUITY Spartan Capital Securities, LLC By: Name: Jxxxx Xxxxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Spartan Capital Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance Proceeds to Company per Firm Pre-Funded Warrant: $[•] Share (before expenses): SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Fxxxx X. Xxxxxxxxxx Txxxx Xxxxxxx Sxxxx Xxxxxx Sxxx Xxxxxxx Gxxx Xxxxxxxxxxx Cxxxxx Xxx Jxxx Xxxxxxx Txxxxx X. Xxxxxxx Rxxxx Xxxx Theseus Capital Ltd. Naia Ventures, LLC Dxxxxxx Vaniekebelt Rxxx Gencap Fund I LLC Primal Nutrition, Inc. EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of B Lock-Up Agreement EXHIBIT D____________, 2022 SPARTAN CAPITAL SECURITIES, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 40 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Spartan Capital Securities, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Trio Petroleum Corp., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock of the Company, par value $0.0001 per share (the “Common Stock” or “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for them in 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. [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, TIVIC HEALTH SYSTEMSACURX PHARMACEUTICALS, INC. By: Name: Xxxxxxxx Xxxxx Title: Dxxxx Xxxx 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 LLC ALEXANDER CAPITAL, L.P. By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Jxxxxxxx Xxxxxx Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC Alexander Capital, L.P. Network 1 Financial Securities, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•●] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•●] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Underwriting Discount per Firm Share/Option Share: $[•●] Underwriting Discount Non-accountable expense allowance per Firm Pre-Funded Warrant/Option Pre-Funded WarrantShare: $[•●] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Directors & Officers: Dxxxx X. Xxxx Rxxxxx X. XxXxxxxx Rxxxxx X. Xxxxxx Cxxx X. Xxxxxx Txxxxx Xxxxxxxx Jxxxxx X. Xxxxxxx Jxxx X. Xxxx Jxxxx Xxxxxxx Stockholders: EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DA

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. [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, TIVIC HEALTH SYSTEMSNANO NUCLEAR ENERGY, INC. By: Name: Xxxxxxxx Jxx Xxxxx Xx Title: Chief Executive Officer Chairman of the Board and 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 THE BENCHMARK COMPANY, LLC By: Name: Mxxxxxx Xxxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSManaging Director, Head of Equity Capital Markets NANO NUCLEAR ENERGY INC. – UNDERWRITING AGREEMENT] AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Closing Shares to be Purchased Total Number of Firm Pre- Funded Shares Subject to Closing Warrants to be Being Purchased Number of Option Shares to be Purchased if the Over- Allotment Shares Subject to Option is Fully Exercised Number of Option Pre- Funded Warrants to be Being Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity The Benchmark Company, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Closing Shares: [•_____] Number of Firm Pre-Funded Closing Warrants: [•_____] Number Closing Warrants to purchase [______] shares of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Common Stock Combined Public Offering Price per Firm Share/Option ShareClosing Security: $[•____] Public Offering Combined Purchase Price per Firm Pre-Funded Warrant/Option Pre-Funded WarrantClosing Security: $[•____] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] (or 7% of Combined Public Offering Price) Proceeds to Company per Firm Share/Option Share Closing Security (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•____] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties None. EXHIBIT A Form of PrePress Release NANO NUCLEAR ENERGY INC. [Date] Nano Nuclear Energy Inc. (the “Company”) announced today that The Benchmark Company, LLC, acting as representative for the underwriters in the Company’s recent public offering of _______ shares of the Company’s common stock, is [waiving] [releasing] a lock-Funded Warrant EXHIBIT B Form up restriction with respect to _________ shares of Representativethe Company’s Warrant Agreement EXHIBIT C Form common stock held by [certain officers or directors] [an officer or director] of Lock-Up Agreement EXHIBIT Dthe Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

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, TIVIC HEALTH SYSTEMS, LQR HOUSE INC. By: /s/ Xxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxx Xxxx Xxxxxxxxx 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: THINKEQUITY XX XXXXXX, division of Benchmark Investments, LLC By: /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: Supervisory Principal [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENTSignature Page to Underwriting Agreement] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number XX Xxxxxx, division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Benchmark Investments, LLC 995,000 150,000 Westpark Capital, Inc 5,000 0 TOTAL 1,000,000 150,000 SCHEDULE 22 Reserved. SCHEDULE 3-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 1,000,000 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 150,000 Public Offering Price per Firm Share/: $5.00 Public Offering Price per Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 5.00 Underwriting Discount per Firm Share/: $0.4 Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 0.4 Proceeds to Company per Firm Share/Share (before expenses): $4.60 Proceeds to Company per Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] 4.60 SCHEDULE 23-B Issuer General Use Free Writing Prospectuses None. Sch 3-B-1 SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 4 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DParties

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 CompanyCompany and the Selling Stockholder, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, TIVIC HEALTH SYSTEMS, INC. By: Name: Xxxxxxxx Xxxxx 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: THINKEQUITY LLC Tantech Holdings Ltd. By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INCThe Selling Stockholder: Tanbsok Group Ltd. By: Name: Title: Accepted on the date first above written. – UNDERWRITING AGREEMENT] Newbridge Securities Corporation By: Name: Title: SCHEDULE 1 Underwriters Underwriter Total Number of Firm Shares to be Purchased Total from the Company Newbridge Securities Corporation TOTAL SCHEDULE 2 Selling Stockholder Selling Stockholder Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if Sold by the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC Selling Stockholder Tanbsok Group Ltd. 1,600,000 TOTAL 1,600,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B 3 Issuer General Use Free Writing Prospectuses None SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of 4 Lock-Up Parties Yefang Zhang Zxxxxxx Xxxx Tanbsok Group Ltd. EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT D___________ __, 20__ Newbridge Securities Corporation 1000 Xxxx Xxxxxxx Xxxxx Xxxx Xx. Xxxxxxxxxx, XX 00000 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. [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, TIVIC HEALTH SYSTEMSLMP AUTOMOTIVE HOLDINGS, INC. By: Name: Xxxxxxxx Xxxxx Xxxxxx 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 LLC A Division of Fordham Financial Management, Inc. By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSLMP Automotive Holdings, INC. Inc. – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number ThinkEquity, a division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC Fordham Financial Management, Inc. 1,200,000 180,000 TOTAL 1,200,000 180,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 1,200,000 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 180,000 Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 16.00 Underwriting Discount per Firm Share/Option Share: $[•] 1.12 Underwriting Discount Non-accountable expense allowance per Firm Pre-Funded Warrant/Option Pre-Funded WarrantShare: $[•] 0.16 Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] 14.72 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Investor Presentation dated February 2020 filed with the Commission pursuant to Rule 433 under the Securities Act SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DParties

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. [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, TIVIC HEALTH SYSTEMS, INCARCADE CHINA ACQUISITION CORP. By: Name: Xxxxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of Accepted on the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY written. MXXXXX XXXXXX TRIARTISAN LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INCSCHEDULE I ARCADE CHINA ACQUISITION CORP. – UNDERWRITING AGREEMENT] SCHEDULE 1 4,000,000 Units Underwriter Total Number of Firm Shares Units to be Purchased Total Number Mxxxxx Xxxxxx TriArtisan LLC ● ● ● SCHEDULE II TIME OF SALE INFORMATION EXHIBIT A FORM OF TARGET BUSINESS LETTER Arcade China Acquisition Corp. Gentlemen: Reference is made to the Final Prospectus of Firm Pre- Funded Warrants Arcade China Acquisition Corp. (the “Company”), dated ●, 2011 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to be Purchased Number them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of Option Shares at least $● for the benefit of the Public Stockholders and the Underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to be Purchased the Public Stockholders in the event they elect to redeem their public shares in connection with the consummation of a Business Combination, (ii) to the Public Stockholders if the Over- Allotment Option Company fails to consummate a Business Combination within 21 months from the date of the closing of the offering or (iii) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B FORM OF VENDOR LETTER Arcade China Acquisition Corp. Gentlemen: Reference is Fully Exercised Number made to the Final Prospectus of Option Pre- Funded Warrants Arcade China Acquisition Corp. (the “Company”), dated ●, 2011 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to be Purchased them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $● for the benefit of the Public Stockholders and the Underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event they elect to redeem their public shares in connection with the consummation of a Business Combination, (ii) to the Public Stockholders if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number Company fails to consummate a Business Combination within 21 months from the date of Firm Shares: [•] Number the closing of Firm Pre-Funded Warrants: [•] Number the offering or (iii) to the Company after or concurrently with the consummation of Option Shares: [•] Number a Business Combination. For and in consideration of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds the Company agreeing to engage the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Lock-Up Parties EXHIBIT A Form Vendor Authorized Signature of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DVendor

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, TIVIC HEALTH SYSTEMS, INCNANO DIMENSION LTD. By: /s/ Xxxx Xxxxx Name: Xxxxxxxx Xxxx Xxxxx 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: THINKEQUITY LLC A Division of Fordham Financial Management, Inc. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number by the Representative ThinkEquity, a division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL Fordham Financial Management, Inc. 2,333,000 333,700 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 2,333,000 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 333,700 Public Offering Price per Firm Share/Option ShareADS: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 1.50 Underwriting Discount per Firm Share/Option ShareADS: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 0.105 Proceeds to Company per Firm Share/Option Share ADS (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] 1.395 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Xxxx Xxxxxxx Xxxxx Xxxxxxx-Fried Xxxx Xxxx Xxxx Xxxxxxxxx Xxx Xxxxxx Xxxx Xxxxx Xxxx Xxxxxxx Xx. Xxxx Xxxxxx EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form 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 THE UNDERWRITING AGREEMENT (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 DATE OF THE UNDERWRITING AGREEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF THE UNDERWRITING AGREEMENT]. WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES NANO DIMENSION LTD. Warrant Shares: _______ Initial Exercise Date: ______, 2020 THIS WARRANT TO PURCHASE AMERICAN DEPOSITARY 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 ____, 2020 (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 the date that is five (5) years following the date of Lock-Up the Underwriting Agreement EXHIBIT D(as defined herein)(the “Termination Date”) but not thereafter, to subscribe for and purchase from Nano Dimension, a company organized under the laws of the State of Israel (the “Company”), up to [●] American Depositary Shares (“ADSs”), each ADS representing fifty ordinary shares, par value NIS 0.1 per share (the “Ordinary Shares”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one ADS 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, TIVIC HEALTH SYSTEMSDIGITAL BRANDS GROUP, INC. By: Name: Xxxxxxxx Johx Xxxxxxx Xxxxx XX Title: President & 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: THINKEQUITY LLC ALEXANDER CAPITAL, L.P. By: Name: Jonxxxxx Xxxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSHead of Investment Banking DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT] AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Alexander Capital, L.P. Xxxxxx Xxcurities, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•●] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•●] Public Offering Price per Firm Share/Share $[●] Public Offering Price per Option Share $[●] Underwriting Discount per Firm Share $[●] Underwriting Discount per Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Proceeds to Company per Firm Share/Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties None EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DTHE 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 COMMENCEMENT OF SALES OF THE OFFERING TO ANYONE OTHER THAN (I) ALEXANDER CAPITAL, L.P., OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ALEXANDER CAPITAL, L.P., OR OF ANY SUCH UNDERWRITERS OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 202[●]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 202[●].1 FOR THE PURCHASE OF [●] SHARES OF COMMON STOCK OF DIGITAL BRANDS GROUP, 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, TIVIC HEALTH SYSTEMS, INC. YULONG ECO-MATERIALS LIMITED By: Name: Xxxxxxxx Xxxxx Xxxxxx Xxx 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: THINKEQUITY LLC AXIOM CAPITAL MANAGEMENT, INC. By: Name: Xxxx Xxxxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. President Yulong Eco-Materials Limited – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC Axiom Capital Management, Inc. Northland Capital Markets. ViewTrade Securities, Inc. TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•●] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•●] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Underwriting Discount per Firm Share/Option Share: $[•●] Underwriting Discount Non-accountable expense allowance per Firm Pre-Funded Warrant/Option Pre-Funded WarrantShare: $[•●] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT D[None.]

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, TIVIC HEALTH SYSTEMS, INC. ECMOHO Limited By: /s/ Xxx Xxxx Name: Xxxxxxxx Xxxxx Xx. Xxx Xxxx 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: THINKEQUITY LLC AEGIS CAPITAL CORP. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL Aegis Capital Corp. 10,000,000 1,281,057 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] 10,000,000 Number of Firm Pre-Funded Warrants: [•] Number of Option Additional Shares: [•] Number of Option Pre-Funded Warrants: [•] 1,281,057 Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 0.90 Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 0.063 Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] 0.837 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties List of officers and directors executing lock-up agreements • Xxx Xxxx (Xxxx Xxxx; CEO and director) • Xx Xxx (CFO) • Xxx Xxxx (COO & Director) • Xxxx Xx (Director) • Xxxxxx Xxxx (Xxxx Xxx; Director) • Xxxxx Xx (Director) EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DAugust [•], 0000 Xxxxx Capital Corp., As Underwriter of the Company 000 0xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with ECMOHO Limited, a Cayman Islands corporation (the “Company”), providing for the public offering (the “Public Offering”) of American Depositary Shares, each representing four (4) Class A ordinary shares, par value US$0.00001 per share (the “Ordinary Shares”), of the Company (the “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. [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, TIVIC HEALTH SYSTEMS, INC. Focus Universal Inc. By: /s/Xxxxxxx Xxxx Name: Xxxxxxxx Xxxxx Xxxxxxx Xxxx Title: Chief Executive Officer CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters Underwriters, if any, named on Schedule 1 hereto: THINKEQUITY Boustead Securities, LLC By: /s/Xxxxx Xxxxx Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Xxxxx Xxxxx ; SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Boustead Securities, LLC 2,000,000 300,000 TOTAL 2,000,000 300,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 2,000,000 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 0 Public Offering Price per Firm Share/Share and Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 5.00 Underwriting Discount per Firm Share/Share and Option Share: $[•] Underwriting Discount 0.35 Non-Accountable Expense Allowance per Firm Pre-Funded Warrant/Share and Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] 0.05 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Representative’s Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement 33 EXHIBIT DC Form of Press Release

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, TIVIC HEALTH SYSTEMSSidus Space, INC. Inc. By: Name: Xxxxxxxx Xxxxx 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: THINKEQUITY Boustead Securities, LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSEX Xxxxxx, INC. – UNDERWRITING AGREEMENT] division of Benchmark Investments, LLC By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants Securities to be Purchased Number of Additional Option Shares Securities to be Purchased if the Over- Allotment Option is Fully Exercised Number Boustead Securities, LLC [●] [●] EX Xxxxxx, division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Benchmark Investments, LLC [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: [•●] Number of Firm Pre-Funded Warrants: [•●] Warrants Number of Option Shares: [•●] Number of Option Pre-Funded Warrants: [•●] Warrants Public Offering Price per one Firm Share/Share and one Warrant: $[●] Underwriting Discount per one Firm Share and one Warrant: $[●] (7.0%) Price per Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Underwriting Discount per Firm Share/Option Share: $[•●] Price per Option Warrant: $0.001 Underwriting Discount per Option Warrant: $0.00093 (7.0%) Non-Accountable Expense Allowance per one Firm Pre-Funded Warrant/Share or Option Pre-Funded Share and one Warrant: $[•●] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] 1.0%) SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties None EXHIBIT A Form of Pre-Funded Representatives’ Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DAgreement

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, TIVIC HEALTH SYSTEMSKIPS BAY MEDICAL, INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxxxxx Xxxxx Xxxxxx Title: Chief Executive Operating Officer, Chief Financial Officer and Corporate Secretary 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 LLC AEGIS CAPITAL CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSHead of Investment Banking KIPS BAY MEDICAL, INC. – - UNDERWRITING AGREEMENT] AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC Aegis Capital Corp. 5,250,000 785,000 TOTAL 5,250,000 785,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 5,250,000 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 785,000 Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 0.70 Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 0.049 Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] 0.651 Underwriting Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] 0.007 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 Underwriters’ Information Sch. 3-1 SCHEDULE 4 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DParties

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, TIVIC GUARDION HEALTH SYSTEMSSCIENCES, INC. By: Name: Xxxxxxxx Xxxxx Title: Chief Executive Officer Confirmed Accepted by the Representatives, acting for themselves and as Representatives of the Underwriters named on Schedule 2 hereto, as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 heretowritten: THINKEQUITY MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSExecutive Managing Director, INC. – UNDERWRITING AGREEMENT] Investment Banking WALLACHBETH CAPITAL, LLC By: Name: Dxxxxx Xxxxx Title: Chief Compliance Officer Underwriting Agreement SCHEDULE 1 Schedule of Underwriters Underwriter Total Number of Firm Closing Shares to be Purchased Total Number of Firm Pre- Pre-Funded Warrants to be Purchased Total Number of Traditional Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Over-Allotment Option is Fully Exercised ThinkEquity Maxim Group LLC WallachBeth Capital, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 2 List of Lock-Up Parties Mxxxxxx Xxxxxx Rxxxxx Xxxxxxxxxx Mxxx Xxxxxxxxx Dxxxx X. Xxxxx Dxxxxx X. Xxxxxxxx Jxxx Xxxxxxxx Vxxxxxx X. Xxxx EXHIBIT A Form of Pre-Funded Warrant 37 EXHIBIT B-1 Series A Form of Traditional Warrant 38 EXHIBIT B-2 Series B Form of Representative’s Traditional Warrant Agreement 39 EXHIBIT C Form of Representatives’ Warrant 40 EXHIBIT D Form of Lock-Up Agreement EXHIBIT DAgreement

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, TIVIC HEALTH SYSTEMS, INCBRIACELL THERAPEUTICS CORP. By: /s/ Wxxxxxx X. Xxxxxxxx Name: Wxxxxxx X. Xxxxxxxx Xxxxx 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 heretoPlacement Agent: THINKEQUITY LLC A Division of Fordham Financial Management, Inc. By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INCBRIACELL THERAPEUTICS CORP. – UNDERWRITING AGREEMENT] PLACEMENT AGENCY AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL SCHEDULE 21-A Pricing Information Number of Firm SharesUnits: [•] ♦ ● Number of Firm Pre-Funded Warrants: [•] Class A Units ♦ ● Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Class B Units ♦ Public Offering Price per Firm Share/Option ShareClass A Unit: $[•] $ ♦ Public Offering Price per Firm Pre-Funded Warrant/Option Class B Unit: $ ♦ Exercise Price per Pre-Funded Warrant: $[•] Underwriting Discount $ ♦ Exercise Price per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] $ ♦ Proceeds to Company per Firm Share/Option Share Class A Unit (before expenses): $[•] ) $ ♦ Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant Class B Unit (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] ) $ ♦ SCHEDULE 21-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 21-C Written Testing-the-Waters Communications None. Sch. 1-1 SCHEDULE 3 2 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Sch. 2-1 EXHIBIT A Form of Warrant Certificate [TO BE INSERTED] SCHEDULE B Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement Certificate [TO BE INSERTED] EXHIBIT C Form of Lock-Up Placement Agent’s Warrant Agreement EXHIBIT DTHE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT: (A) FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., 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 SELECTED DEALER; AND (B) FOR SO LONG AS THE COMMON SHARES OF BRIACELL THERAPEUTICS CORP. ARE LISTED ON THE TSX VENTURE EXCHANGE, TO ANYONE OTHER THAN (I) AN AFFILIATE OR EMPLOYEE (OR AN AFFILIATE OF SUCH EMPLOYEE) OF FORDHAM FINANCIAL MANAGEMENT, INC. WITHIN THE MEANING OF THE POLICIES THE TSX VENTURE EXCHANGE OR (II) A SELECTED DEALER IN CONNECTION WITH THE OFFERING OR AN OFFICER OR PARTNER THEREOF. THIS WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS 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 TO PURCHASE COMMON SHARES BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: ______, 2020 THIS WARRANT TO PURCHASE COMMON 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 ____, 20___ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), at or prior to at 5:00 p.m. (New York City time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to __________ Common Shares, with no par value per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Warrant Share 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, TIVIC HEALTH SYSTEMSEastside Distilling, INC. Inc. By: Name: Xxxxxxxx Xxxxx Gxxxxx X. Xxxxxxxxxx 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: THINKEQUITY RXXX CAPITAL PARTNERS, LLC By: Name: Axxxx X. Xxxxxxxx Title: Head of Equity Capital Markets AEGIS CAPITAL CORP. By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants Units to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Rxxx Capital Partners, LLC Aegis Capital Corp. TOTAL SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: [•] Number of Firm Pre-Funded Warrants: [•] 1,200,000 Number of Option SharesUnits: [•] Number of Option Pre-Funded Warrants: [•] 180,000 Public Offering Price per Firm Share/Option ShareUnit: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•____] Underwriting Discount per Firm Share/Option ShareUnit: $[•____] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm ShareUnit: [$______] Allocated Offering Price per Warrant: [•$____] NonUnderwriting Discount per Warrant: [$___] Proceeds to Company per Unit (including non-accountable expense allowance per Firm Pre-Funded Warrant: but before expenses): [$[•___] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C B Form of Lock-Up Agreement EXHIBIT D[●], 2017 Rxxx Capital Partners, LLC 800 Xxx Xxxxxxxx Xxxxxxx Xxxxx, XX 00000 and Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Rxxx 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 Nevada corporation (the “Company”), providing for the public offering of units consisting of one share of common stock, par value $0.0001 per share, of the Company (the “Shares”) and one warrant to purchase one half of one share of common stock, par value $0.0001 per share, of the Company (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, TIVIC HEALTH SYSTEMSSYNTHETIC BIOLOGICS, INC. By: /s/ Jxxxxxx Xxxxx Name: Xxxxxxxx Jxxxxxx Xxxxx 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: THINKEQUITY LLC AEGIS CAPITAL CORP. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSHead of Investment Banking SYNTHETIC BIOLOGICS, INC. – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC Aegis Capital Corp. 11,500,000 1,725,000 TOTAL 11,500,000 1,725,000 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 11,500,000 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 1,725,000 Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 1.00 Underwriting Discount per Firm Share/Option Share: $[•] 0.065 Underwriting Discount Non-accountable expense allowance per Firm Pre-Funded Warrant/Option Pre-Funded WarrantShare: $[•] 0.01 Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] 0.925 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE None. Sch. 2-C Written Testing-the-Waters Communications 1 SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DParties

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, TIVIC HEALTH SYSTEMSORAGENICS, INC. By: /s/ Jxxxx Xxxxxxx Name: Xxxxxxxx Xxxxx Jxxxx Xxxxxxx Title: Chief Executive 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: THINKEQUITY LLC By: /s/Exxx Xxxx Name: Exxx Xxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSHead of Investment Banking ORAGENICS, INC. – UNDERWRITING AGREEMENT] AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Over-Allotment Option is Fully Exercised ThinkEquity LLC 700,000 105,000 Lxxxxxx & Company (UK) Ltd. 700,000 105,000 TOTAL 1,400,000 210,000 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 1,400,000 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 210,000 Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 1.50 Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 0.105 Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre1.395 Sch. 2-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] 1 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free writing prospectus filed with the Commission on February 27, 2024. Sch. 2-2 SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-3 SCHEDULE 3 List of Lock-Up Parties Officers and Directors and Affiliates: Kxxxxxxx X. Mxxxxx Xxxxxx Mxxxxxx Xxxxxxx Jxxxx Xxxxxxx Cxxxxxx X. Xxxx Fxxxxxxxx X. Telling, Ph.D Rxxxxx X. Xxxxx Axxx X. Xxxxxx, M.D. Jxxx X. Xxxxxxxx Bxxxx X. Xxxxxxx Sch. 3-1 EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form WARRANT TO PURCHASE COMMON STOCK ORAGENICS, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2024 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 ____, 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oragenics, Inc., a Florida corporation (the “Company”), up to ______ shares of Lock-Up Agreement EXHIBIT DCommon Stock, par value $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, TIVIC HEALTH SYSTEMS, INC. Skyline Medical Inc. By: Name: Xxxxxxxx Xxxxx 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: THINKEQUITY LLC Xxxxxx Xxxxx Securities, Inc. By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. On behalf of each of the Underwriters Skyline Medical Inc. – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants Units to be Purchased Number of Option Shares Units to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL Xxxxxx Xxxxx Securities, Inc. Total SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: [•] Number of Firm Pre-Funded Warrants: [•_] Number of Option SharesUnits: [•_] Number of Option Pre-Funded Warrantsshares of Common Stock included in each Unit: [•] One (1) share of Common Stock Number of Series B Convertible Preferred Shares included in each Unit: One (1) share Number of Series A Warrants included in each Unit: Four (4) Series A Warrants Shares underlying each Series B Preferred Share: One (1) share of Common Stock Shares underlying each Series A Warrant: One (1) share of Common Stock Public Offering Price per Firm Share/Option ShareUnit: $[_] Underwriting Discount per Unit: $[_] (92% per Unit) Underwriting Non-accountable expense allowance per Unit: $[•] Public Offering Price (1% per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Unit) Proceeds to Company per Firm Share/Option Share Unit (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•_] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties [_] EXHIBIT A Form of Pre-Funded Warrant Representative’s Unit Purchase Option Agreement EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DAgreement

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, TIVIC HEALTH SYSTEMSCHINA COMMERCIAL CREDIT, INC. By: Name: Xxxxxxxx Xxxxx Huichun Qin 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 2 hereto: THINKEQUITY LLC Xxxxxxx Securities INC. By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] SCHEDULE 1 Underwriter 1-A Subsidiaries CCC International Investment Ltd. CCC International Investment Holding Ltd. Wujiang Luxiang Information Technology Consulting Co. Ltd. SCHEDULE 1-B VIE Wujiang Luxiang Rural Microcredit Co. Ltd. SCHEDULE 2 Underwriters Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL Xxxxxxx Securities Inc. Axiom Capital Management, Inc. ViewTrade Securities, Inc. SCHEDULE 2-A 3 Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Additional Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm PreShare: $[•] Underwriting Non-Funded Warrant/Option Pre-Funded Warrantaccountable expense allowance per Share: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT D4

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. [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, TIVIC HEALTH SYSTEMS, INCCAZADOR ACQUISITION CORPORATION LTD. By: Name: Xxxxxxxx Xxxxx Francesco Pionanetti Title: Co-Chief Executive Officer Confirmed as of Accepted on the date first written above mentionedwritten. RXXXXX & RXXXXXX, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INCSCHEDULE I CAZADOR ACQUISITION CORPORATION LTD. – UNDERWRITING AGREEMENT] SCHEDULE 1 4,000,000 UNITS Underwriter Total Number of Firm Shares Units to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Rxxxxx & Rxxxxxx, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties Maxim Group LLC Chardan Capital Markets, LLC EarlyBirdCapital, Inc. Macquarie Capital EXHIBIT A Form of Pre-Funded Warrant Representative’s Purchase Option EXHIBIT B Form Opinion of Representative’s Warrant Agreement DLA Piper LLP EXHIBIT C Form Opinion of LockMxxxxx and Cxxxxx EXHIBIT D FORM OF TARGET BUSINESS LETTER Cazador Acquisition Corporation Ltd. c/o Arco Capital Management LLC 7 Xxxxxxxx Xxxxxx 0000 Xxxxx, Xxxxxxxx Attn: Francesco Pionanetti, Co-Up Agreement Chief Executive Officer Reference is made to the Final Prospectus of Cazador Acquisition Corporation Ltd. (the “COMPANY”), dated __________, 2010 (the “PROSPECTUS”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Fund, initially in an amount of $40,000,000 for the benefit of the Public Shareholders and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for up to a maximum of $2,000,000 of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event of the redemption of their shares or the liquidation of the Company; or (ii) to the Company and the Underwriters after consummation of a Business Combination. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “CLAIM”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT DE FORM OF VENDOR LETTER Cazador Acquisition Corporation Ltd. c/o Arco Capital Management LLC 7 Xxxxxxxx Xxxxxx 0000 Xxxxx, Xxxxxxxx Attn: Fxxxxxxxx Xxxxxxxxxx, Co-Chief Executive Officer Reference is made to the Final Prospectus of Cazador Acquisition Corporation Ltd. (the “COMPANY”), dated __________, 2010 (the “PROSPECTUS”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Fund, initially in an amount of $40,000,000 for the benefit of the Public Shareholders and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for up to a maximum of $2,000,000 of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event of the redemption of their shares or the liquidation of the Company; or (ii) to the Company and the Underwriters after consummation of a Business Combination. For and in consideration of the Company engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “CLAIM”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Vendor Authorized Signature of Vendor EXHIBIT F FORM OF DIRECTOR/OFFICER LETTER Cazador Acquisition Corporation Ltd. c/o Arco Capital Management LLC 7 Xxxxxxxx Xxxxxx 0000 Xxxxx, Xxxxxxxx Attn: Fxxxxxxxx Xxxxxxxxxx, Co-Chief Executive Officer The undersigned officer or director of Cazador Acquisition Corporation Ltd. (the “COMPANY”) hereby acknowledges that the Company has established the Trust Fund, initially in an amount of $40,000,000 for the benefit of the Public Shareholders and the underwriters (the “Underwriters”) of the Company’s initial public offering (the “IPO”) and that the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event of the redemption of their shares or the liquidation of the Company; or (ii) to the Company and the Underwriters after consummation of a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “CLAIM”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall apply to the shares underlying the units acquired by the undersigned or any of its affiliates in the IPO and any shares subsequently acquired by the undersigned in the public market. Print Name of Officer/Director Authorized Signature of Officer/Director

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, TIVIC HEALTH SYSTEMSMAIA Biotechnology, INC. Inc. By: /s/ Vlad Vitoc Name: Xxxxxxxx Xxxxx Vlad Vitoc Title: Chief Executive Officer CEO, MAIA Biotechnology, Inc. 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 LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSHead of Investment Banking MAIA Biotechnology, INC. Inc. – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Over-Allotment Option is Fully Exercised ThinkEquity LLC 2,000,000 300,000 TOTAL 2,000,000 300,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 2,000,000 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 300,000 Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 5.00 Underwriting Discount per Firm Share/Option Share: $[•] 0.3750 Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non0.0500 Proceeds to Company per Share (before expenses and non-accountable expense allowance per Firm Pre-Funded Warrant: allowance): $[•] 4.625 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form 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 (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO JANUARY 23, 2023. VOID AFTER 5:00 P.M., EASTERN TIME, JULY 27, 2027. WARRANT TO PURCHASE COMMON STOCK MAIA BIOTECHNOLOGY, INC. Warrant Shares: 100,000 Initial Exercise Date: January 23, 2023 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity 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 January 23, 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MAIA Biotechnology, Inc., a Delaware corporation (the “Company”), up to 100,000 shares of LockCommon Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. Provided, however, if the Holder exercises its over-Up Agreement EXHIBIT Dallotment option in full, the Holder shall be entitled to receive up to an additional 15,000 Warrant Shares. 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, TIVIC HEALTH SYSTEMSKUBIENT, INC. By: Name: Xxxxxxxx Xxxxx Pxxx Xxxxxxx Title: Interim 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: THINKEQUITY MAXIM GROUP LLC By: NameCxxxxxxx X. Xxxxxx Executive Managing Director, Investment Banking JXXXXX XXXXXX & CO. LLC By: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Sxxxxxx X. Xxxxx President SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Maxim Group, LLC TOTAL Jxxxxx Xxxxxx & Co. LLC Totals SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded WarrantShare: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded WarrantShare: $[•] Proceeds to Company per Firm Share/Share (before expenses and credit): Proceeds to Company per Option Share (before expensesexpenses and credit): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None SCHEDULE 3 List of Lock-Up Parties Officers: Jxxxxx Xxxxx Pxxx Xxxxxxx Cxxxxxxxxxx Xxxxxxx Pxxxx Xxxxxxxx Cxxxxxxxxxx Xxxxxxx Directors: Pxxxx Xxxxxxx Xxxxxx, Xx. Gxxxxxx Xxxx Exxxxxxxx XxXxxxx Jxxxxx Xxx Cxxxxxxxxxx X. “Txxx” Sxxxx EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement Reference is made to Exhibit 4.2 to the Registration Statement on Form S-1 (File Number 333-______) of the Company, which is incorporated by reference. Exhibit A EXHIBIT C B Form of Lock-Up Agreement Lock-Up Agreement December __, 2020 Maxim Group LLC The Chrysler Building 400 Xxxxxxxxx Xxx Xxx Xxxx, XX 00000 -and- Jxxxxx Xxxxxx & Co., LLC 30 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 As Co-Representatives of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned is an owner of shares of common stock, par value $0.00001 per share (the “Common Shares”), of Kubient, Inc., a Delaware corporation (the “Company”) or of securities convertible into or exchangeable for Common Shares of the Company. The undersigned understands that Maxim Group LLC and Jxxxxx Xxxxxx & Co. LLC (collectively the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the public offering (the “Public Offering”) of Common Shares. To induce the Representative to continue its efforts in connection with the Public Offering, and in consideration of the good and valuable consideration received by the undersigned, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the date of the Underwriting Agreement relating to the Public Offering (the “Lock-Up Period”), (1) offer for sale, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or securities convertible into or exercisable or exchangeable for Common Shares (including, without limitation, Convertible Promissory Notes or Common Shares and other securities issuable upon conversion of Convertible Promissory Notes or upon exercise of any options or warrants or Common Shares that may otherwise be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission) (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 benefits or 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 (including any rights to receive notice of the Public Offering); or (4) publicly disclose the intention to do any of the foregoing during the Lock-Up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in the Public Offering or in open market transactions or 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 amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made 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 benefit of the undersigned or a family member (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 Representative a lock-up agreement substantially in the form of this lock-up agreement, and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of Common Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Common Shares or any securities convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within 180 days after the date of the Underwriting Agreement, and after such 180th day, 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 Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing 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 Common 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 establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act 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, 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; and (j) 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 Common 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, 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. For purposes of clause (k) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. 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 the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date hereof to and including the expiration of the Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period has expired. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The undersigned hereby represents and warrants that it has full power, capacity, and authority to enter into this Lock-Up Agreement. The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up 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 March 31, 2021, 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 Common Shares to be sold thereunder, then this lock-up 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 Representatives. Very truly yours, For Individuals For Entities Name of Individual Name of Entity Signature of Individual Signature of Authorized Person Date Print Name of Authorized Person Print Title of Authorized Person Date Exhibit B EXHIBIT DC Form of Press Release Kubient, Inc. [Date] Kubient, Inc. (the “Company”) announced today that Jxxxxx Xxxxxx & Co., LLC, acting as representative for the underwriters in the Company’s recent public offering of common stock of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

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, TIVIC HEALTH SYSTEMSAZITRA, INC. By: /s/ Fxxxxxxxx X. Xxxxx Name: Xxxxxxxx Fxxxxxxxx X. Xxxxx 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 LLC By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSHead of Investment Banking AZITRA, INC. – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Over-Allotment Option is Fully Exercised ThinkEquity LLC LLC. 1,500,000 225,000 TOTAL 1,500,000 225,000 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 1,500,000 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 225,000 Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 5.00 Underwriting Discount per Firm Share/Option Share: $[•] 0.375 Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non0.05 Proceeds to Company per Share (before expenses and non-accountable expense allowance per Firm Pre-Funded Warrant: allowance): $[•] 4.625 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus dated June 5, 2023 Free Writing Prospectus dated April 28, 2023 Free Writing Prospectus dated April 11, 2023 Free Writing Prospectus dated March 27, 2023 SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Executive Officers ● Fxxxxxxxx X. Xxxxx ● Nxxxxx Xxxxxxx ● Txxxxx Xxxxxxxx Board of Directors ● Fxxxxxxxx X. Xxxxx ● Txxxxx Xxxxxxxx ● Axxxxx XxXxxxx, MD ● Bxxxxxx Xxxx ● Jxxx Xxxxxxx Stockholders ● Bios Partners ● Breakout Labs (Txxxx) ● Connecticut Innovations ● KdT Ventures ● Pxxx X. Xxxxxxxx ● SC Digital Technologies, LP ● Sxxxxxx Equity Opportunity, LLC ● Bxxxxxx Investments LLC ● Bxxxx Xxxxx ● Bayer HealthCare LLC ● Axxx Xxxxxxx ● Axxxx Xxxxx Lxxxx Xxxxxxxx ● Sxxxxx Xxxxxxxxx ● Sxxxxxxx Xxxxxxxxx ● Circle K Invesco, LP ● Rxxxxxx Xxxxxxx ● Rxxxx Xxxxx ● Jxxxxx Xxxxxxxx ● Mxxx Xxxxxxx EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form 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 (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO DECEMBER 12, 2023. VOID AFTER 5:00 P.M., EASTERN TIME, JUNE 15, 2028. WARRANT TO PURCHASE COMMON STOCK AZITRA, INC. Warrant Shares: 60,000 Initial Exercise Date: December 12, 2023 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity 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 December 12, 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Azitra, Inc., a Delaware corporation (the “Company”), up to 60,000 shares of Lock-Up Agreement EXHIBIT DCommon 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. [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, TIVIC HEALTH SYSTEMS, INC. Trio Petroleum Corp. By: /s/ Fxxxx X. Xxxxxxxxxx Name: Xxxxxxxx Xxxxx Fxxxx X. Xxxxxxxxxx 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: THINKEQUITY Spartan Capital Securities, LLC By: /s/ Kxx Xxxxxxx Name: Kxx Xxxxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Chief Administrative Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Spartan Capital Securities, LLC 2,000,000 300,000 TOTAL 2,000,000 300,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 2,000,000 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 300,000 Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 3.00 Underwriting Discount per Firm Share/Option Share: $[•] 0.225 Underwriting Discount Non-accountable expense allowance per Firm Pre-Funded Warrant/Option Pre-Funded WarrantShare: $[•] 0.03 Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] 2.745 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Fxxxx X. Xxxxxxxxxx Txxxx Xxxxxxx Sxxxx Xxxxxx Sxxx Xxxxxxx Gxxx Xxxxxxxxxxx Mxxxxxx X. Xxxxxxxx Jxxx Xxxxxxx Txxxxx X. Xxxxxxx Rxxxx Xxxx Wxxxxxx X. Xxxxxx Naia Ventures, LLC EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of B Lock-Up Agreement EXHIBIT DApril 17, 2023 SPARTAN CAPITAL SECURITIES, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 40 Xxxxxxxx, 00xx Xxxxx 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 Trio Petroleum Corp., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock of the Company, par value $0.0001 per share (the “Common Stock” or “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for them in 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. [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, TIVIC HEALTH SYSTEMS, HONGLI GROUP INC. By: Name: Xxxxxxxx Xxxxx Xxx Xxx 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: THINKEQUITY XX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. Hongli Group Inc. – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number XX Xxxxxx, division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Benchmark Investments, LLC [___] [___] TOTAL 2,500,000 375,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 2,500,000 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 375,000 Public Offering Price per Firm Share/: $[●] Public Offering Price per Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Underwriting Discount per Firm Share/: $[●] Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Proceeds to Company per Firm Share/Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications [__] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DParties

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 Underwriters, the Company and the CompanySelling Shareholder, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, TIVIC HEALTH SYSTEMS, INC. Fxxxxx Corporation By: Name: Xxxxxxxx Xxxxx Title: Chief Executive Officer SKMA Capital and Investment 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: THINKEQUITY Revere Securities, LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Revere Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•●] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•●] Public Offering Price per Firm Share/: $[●] Public Offering Price per Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Underwriting Discount per Firm Share/: $[●] Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•●] Non-accountable expense allowance Expense Allowance per Firm Share: $[•●] Non-accountable expense allowance Expense Allowance per Firm Pre-Funded WarrantOption Share: $[•●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [●] SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties None EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form Warrants 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 (DEFINED BELOW) TO ANYONE OTHER THAN (I) REVERE SECURITIES, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ALEXANDER CAPITAL LP OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE OF COMMENCMENT OF SALES OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF COMMENCMENT OF SALES OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT D[●] Shares of Common Stock of FXXXXX CORPORATION

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, TIVIC HEALTH DOCUMENT SECURITY SYSTEMS, INC. By: Name: Xxxxxxxx Xxxxx Fxxxx X. Xxxxxxx 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: THINKEQUITY LLC AEGIS CAPITAL CORP. By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Rxxxxx X. Xxxx SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL Aegis Capital Corp. 29,000,000 4,350,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] 29,000,000 Number of Firm Pre-Funded Warrants: [•] Number of Option Additional Shares: [•] Number of Option Pre-Funded Warrants: [•] 4,350,000 Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 1.50 Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre0.105 Non-Funded Warrant/Option Pre-Funded WarrantAccountable Expense Allowance: $[•] 0.015 Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] 1.38 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties List of officers and directors executing lock-up agreements ● Heng Fai Axxxxxx Xxxx ● Fxxxx X. Xxxxxxx ● Jxxx Xxxxxxxx ● Sassuan Lxx ● Jxxx Xxxxxx ● Wah Wai Lxxxxx Xx ● Wxx Xxxxx Wxxxxxx Xx ● Txxx Xxx Chan ● Jxxxx Xxxxx ● Txxx X. Xxxxx EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DB Form of Press Release Document Security Systems Inc. [Date] Document Security Systems, Inc. (the “Company”) announced today that Aegis Capital Corp., acting as representative for the underwriters in the Company’s recent public offering of the Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _______, 20 __, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended. EXHIBIT C

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, TIVIC HEALTH SYSTEMS, INC. Electrameccanica Vehicles Corp. By: Name: Xxxxxxxx Xxxxx 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: THINKEQUITY THE BENCHMARK COMPANY, LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. Signature Page] Electrameccanica Vehicles Corp. – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased at 93% of the Public Offering Price per Firm Unit Total Number of Firm Pre- Funded Warrants Units to be Purchased at 94.5% of the Public Offering Price per Firm Unit Number of Option Shares Units to be Purchased at 93% of the Public Offering Price per Firm Unit if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants Units to be Purchased at 94.5% of the Public Offering Price per Firm Unit if the Over- Allotment Option is Fully Exercised ThinkEquity The Benchmark Company, LLC TOTAL ThinkEquity, a division of Fordham Financial Management, Inc. Cxxxxxx & Co., LLC Total SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B 2 Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties [TO COME] EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement [TO COME] EXHIBIT C B Form of Lock-Up Agreement EXHIBIT D[TO COME]

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, TIVIC HEALTH SYSTEMSMANGOCEUTICALS, INC. By: /s/ Jxxxx X. Xxxxx Name: Xxxxxxxx Jxxxx X. Xxxxx 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: THINKEQUITY BOUSTEAD SECURITIES, LLC By: /s/ Kxxxx Xxxxx Name: Kxxxx Xxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Boustead Securities, LLC 4,000,000 600,000 Sxxxxx Securities, Inc. — — TOTAL 4,000,000 600,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 4,000,000 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 600,000 Public Offering Price per Firm Share/Share or Option Share, as applicable: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 0.30 Underwriting Discount per Firm Share/Share or Option Share, as applicable: $[•] Underwriting Discount 0.021 Non-Accountable Expense Allowance per Firm Pre-Funded Warrant/Share or Option Pre-Funded WarrantShare, as applicable: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] 0.003 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties None. EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form See attached. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES, BY ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING [●], 202[●] (THE “EFFECTIVE DATE”), WHICH IS THE COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE REPRESENTATIVE OF THE UNDERWRITERS AS CONSIDERATION (THE “OFFERING”): (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS, PARTNERS, REGISTERED PERSONS OR AFFILIATES OF BOUSTEAD SECURITIES, LLC, EACH OF WHICH SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINANCIAL INDUSTRY REGULATORY AUTHORITY (“FINRA”) RULE 5110(E)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). COMMON STOCK PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT D[●] Shares of Common Stock of Mangoceuticals, 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, TIVIC HEALTH SYSTEMS, VEG HOUSE HOLDINGS INC. By: Name: Xxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxx 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: THINKEQUITY XX XXXXXX LLC By: ________________________ Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity XX Xxxxxx LLC TOTAL SCHEDULE 22 Reserved. SCHEDULE 3-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•●] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•●] Public Offering Price per Firm Share/: $[●] Public Offering Price per Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Underwriting Discount per Firm Share/: $[●] Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Proceeds to Company per Firm Share/Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•●] SCHEDULE 23-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 4 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DParties

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. [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, TIVIC HEALTH SYSTEMS, INCCAZADOR ACQUISITION CORPORATION LTD. By: Name: Xxxxxxxx Xxxxx Francesco Pionanetti Title: Co-Chief Executive Officer Confirmed as of Accepted on the date first written above mentionedwritten. RXXXXX & RXXXXXX, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INCSCHEDULE I CAZADOR ACQUISITION CORPORATION LTD. – UNDERWRITING AGREEMENT] SCHEDULE 1 5,000,000 UNITS Underwriter Total Number of Firm Shares Units to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Rxxxxx & Rxxxxxx, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share Chardan Capital Markets, LLC EarlyBirdCapital, Inc. Macquarie Capital (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties USA) Inc. EXHIBIT A Form of Pre-Funded Warrant Representative’s Purchase Option EXHIBIT B Form Opinion of Representative’s Warrant Agreement DLA Piper LLP EXHIBIT C Form Opinion of LockMxxxxx and Cxxxxx EXHIBIT D FORM OF TARGET BUSINESS LETTER Cazador Acquisition Corporation Ltd. c/o Arco Capital Management LLC 7 Xxxxxxxx Xxxxxx 0000 Xxxxx, Xxxxxxxx Attn: Francesco Pionanetti, Co-Up Agreement Chief Executive Officer Reference is made to the Final Prospectus of Cazador Acquisition Corporation Ltd. (the “COMPANY”), dated __________, 2010 (the “PROSPECTUS”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Fund, initially in an amount of $50,000,000 for the benefit of the Public Shareholders and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for up to a maximum of $2,000,000 of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event of the redemption of their shares or the liquidation of the Company; or (ii) to the Company and the Underwriters after consummation of a Business Combination. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “CLAIM”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT DE FORM OF VENDOR LETTER Cazador Acquisition Corporation Ltd. c/o Arco Capital Management LLC 7 Xxxxxxxx Xxxxxx 0000 Xxxxx, Xxxxxxxx Attn: Fxxxxxxxx Xxxxxxxxxx, Co-Chief Executive Officer Reference is made to the Final Prospectus of Cazador Acquisition Corporation Ltd. (the “COMPANY”), dated __________, 2010 (the “PROSPECTUS”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Fund, initially in an amount of $50,000,000 for the benefit of the Public Shareholders and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for up to a maximum of $2,000,000 of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event of the redemption of their shares or the liquidation of the Company; or (ii) to the Company and the Underwriters after consummation of a Business Combination. For and in consideration of the Company engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “CLAIM”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Vendor Authorized Signature of Vendor EXHIBIT F FORM OF DIRECTOR/OFFICER LETTER Cazador Acquisition Corporation Ltd. c/o Arco Capital Management LLC 7 Xxxxxxxx Xxxxxx 0000 Xxxxx, Xxxxxxxx Attn: Fxxxxxxxx Xxxxxxxxxx, Co-Chief Executive Officer The undersigned officer or director of Cazador Acquisition Corporation Ltd. (the “COMPANY”) hereby acknowledges that the Company has established the Trust Fund, initially in an amount of $50,000,000 for the benefit of the Public Shareholders and the underwriters (the “Underwriters”) of the Company’s initial public offering (the “IPO”) and that the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event of the redemption of their shares or the liquidation of the Company; or (ii) to the Company and the Underwriters after consummation of a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “CLAIM”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall apply to the shares underlying the units acquired by the undersigned or any of its affiliates in the IPO and any shares subsequently acquired by the undersigned in the public market. Print Name of Officer/Director Authorized Signature of Officer/Director

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, TIVIC HEALTH SYSTEMS, INC. ATOSSA GENETICS INC By: /s/ Kxxx Xxxx Name: Xxxxxxxx Xxxxx Kxxx Xxxx Title: Chief Executive Officer CFO, General Counsel and Secretary 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 LLC AEGIS CAPITAL CORP. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Head of Investment Banking [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. Signature Page] [COMPANY] – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Class A Units Number of Firm Pre- Funded Warrants to be Purchased Class B Units Aegis Capital Corp. 664,000 3,502 Number of Option Overallotment Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Overallotment Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL 800,000 800,000 SCHEDULE 2-A Pricing Information Number of Firm SharesClass A Units: [•] 664,000 Number of Firm Pre-Funded WarrantsClass B Units: [•] 3,502 Number of Option Shares: [•] 800,000 Number of Option Pre-Funded Warrants: [•] 800,000 Public Offering Price per Firm Share/Option ShareClass A Unit: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 0.75 Underwriting Discount per Firm Share/Option ShareClass A Unit: $[•] 0.0525 Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm ShareClass A Unit: $[•] 0.0075 Public Offering Price per Class B Unit: $1,000.00 Underwriting Discount per Class B Unit: $70.00 Underwriting Non-accountable expense allowance per Firm Pre-Funded Class B Unit: $10.00 Allocated Offering Price per Warrant: One cent Underwriting Discount per Warrant: $[•] 0.0007 Proceeds to Company per Class A Unit (including non-accountable expense but before expenses): $0.69 Proceeds to Company per Class B Unit (including non-accountable expense but before expenses): $920.00 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications hxxxx://xxx.xxx.xxx/Xxxxxxxx/exxxx/data/1488039/000161577417001161/0001615774-17-001161-index.htm SCHEDULE 3 List of Lock-Up Parties Shu-Cxxx Xxxx Ensisheim Partners LLC Sxxxxxx Xxxxx Kxxx Xxxx Sxxxxx Xxxx H. Lxxxxxxx Xxxxxx Rxxxxxx Xxxxxxxxx Gxxxxxx Xxxxxx EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement FORM OF LOCK-UP AGREEMENT ____ __, 201_ __________________, acting as representative to the several underwriters: Re: Underwriting Agreement, dated ________ ___, 20__, by and between _____ and ________________, acting as representative to the several underwriters Ladies and Gentlemen: The undersigned irrevocably agrees with the Company that, from the date hereof until 90 days following the date of the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between _____________ (the “Company”) and _____________ (the “Representative”), acting as representative to the several underwriters (such period, the “Restriction Period” and the underwriters collectively, the “Underwriters”)), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate (as defined in the Underwriting Agreement) of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) with respect to, any shares of common stock of the Company or securities convertible, exchangeable or exercisable into, shares of common stock of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”). Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to enforce this covenant, the Company shall impose irrevocable stop-transfer instructions preventing the transfer agent of the Company from effecting any actions in violation of this letter agreement. The Representative may consent to an early release from the Restriction Period if, in its sole and absolute discretion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency. The restrictions contained in this letter agreement shall not apply to the Securities to be sold pursuant to the Underwriting Agreement on behalf of the undersigned, if any. Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Restriction Period, or (ii) prior to the expiration of the Restriction Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restriction Period, the restrictions imposed by this letter 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, unless the Representative waives such extension. The undersigned acknowledges that the execution, delivery and performance of this letter agreement is a material inducement to each Underwriter to perform under the Underwriting Agreement and that each Underwriter (which shall be a third party beneficiary of this letter agreement) and the Company shall be entitled to specific performance of the undersigned’s obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this letter agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit from the closing of the transactions contemplated by the Underwriting Agreement. This letter agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, the Representative and the undersigned. This letter agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this letter agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof sent to the Company at the address in effect for notices to it under the Underwriting Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands that this letter agreement does not intend to create any relationship between the undersigned and each Underwriter [and that each Underwriter is not entitled to cast any votes on the matters herein contemplated] and that no issuance or sale of the Securities is created or intended by virtue of this letter agreement. By its signature below, the transfer agent of the Company hereby acknowledges and agrees that, reflecting this letter agreement, it has placed an irrevocable stop transfer instruction on all Securities beneficially owned by the undersigned until the end of the Restriction Period. This letter agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor or assign shall enter into a similar agreement for the benefit of the Underwriters. *** SIGNATURE PAGE FOLLOWS*** This letter agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement. Signature Print Name Position in Company, if any Address for Notice: Number of shares of Common Stock _____________________________________________________________________________________________ Number of shares of Common Stock underlying subject to warrants, options, debentures or other convertible securities By signing below, the Company agrees to enforce the restrictions on transfer set forth in this letter agreement. By: Name: Title: EXHIBIT DB Form of Press Release [COMPANY] [Date] [COMPANY] (the “Company”) announced today that Aegis Capital Corp., acting as representative for the underwriters in the Company’s recent public offering of _______ shares of the Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

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, TIVIC HEALTH SYSTEMSTurbo Energy, INC. S.A. By: Name: Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxx 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: THINKEQUITY Boustead Securities, LLC By: Name: Xxxxx Xxxxx Title: Chief Executive Officer Titan Partners Group LLC, a division of American Capital Partners, LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number Titan Partners Group LLC, a division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity American Capital Partners, LLC Boustead Securities, LLC Xxxxxx Securities, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] $ Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded WarrantShare: $[•] $ Underwriting Discount per Firm Share/: $ Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] $ Non-accountable expense allowance Accountable Expense Allowance per Firm Share: $[•] $ Non-accountable expense allowance Accountable Expense Allowance per Firm Pre-Funded WarrantOption Share: $[•] $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form 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 “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, 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 BOUSTEAD SECURITIES, LLC. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2023 (THE DATE OF ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, [●], 202_ (THE DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT OF SALES OF SHARES IN THE OFFERING). WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES For the Purchase of Lock-Up Agreement EXHIBIT D[●] Shares of American Depositary Shares Representing [●] Common Shares of Turbo Energy, S.A.

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 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 compliance, or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance 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, TIVIC HEALTH SYSTEMSPixie Dust Technologies, INC. Inc. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxxxx Xxxxx Xxxxxx Xxxxxx 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: THINKEQUITY Boustead Securities, LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Boustead Securities, LLC 1,666,667 250,000 Xxxxxx Securities, Inc. 0 0 TOTAL 1,666,667 250,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 1,666,667 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 250,000 Public Offering Price per Firm Share/: $9.00 Public Offering Price per Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 9.00 Underwriting Discount per Firm Share/: $0.63 Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] 0.63 Non-accountable expense allowance Accountable Expense Allowance per Firm Share: $[•] 0.09 Non-accountable expense allowance Accountable Expense Allowance per Firm Pre-Funded WarrantOption Share: $[•] 0.09 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Representative’s Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT D_________, 2023 Boustead Securities, LLC 0 Xxxxxxx, Xxxxx 000 Irvine, CA 92618 Re: Proposed Public Offering by Pixie Dust Technologies, Inc. Ladies and Gentlemen: The undersigned understands that Boustead Securities, LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the common shares, no par value per share, represented by American Depositary Shares (the “Securities”) of Pixie Dust Technologies, Inc., a joint stock limited liability company organized under the laws of Japan (the “Company”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period commencing on the date hereof and ending [six (6) / twelve (12)]6 months from the date on which the Securities commence trading on the Nasdaq Stock Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of any Securities or common shares or any securities convertible into or exercisable or exchangeable for the Securities or common shares of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise, or publicly announce an intention to do any of the foregoing, and (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-Up Securities. The Representative may in its sole discretion and at any time without notice release some or all of the Lock-Up Securities from the restrictions in this lock-up agreement prior to the expiration of the Lock-Up Period. When determining whether or not to release any Lock-Up Securities from the restrictions of this lock-up agreement, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of Lock-Up Securities for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be substantially in the form of this lock-up agreement, (2) any such transfer shall not involve a disposition 6 For officers, directors, and corporate auditors of the company and holders of 5% or greater of capital stock, the Lock-Up Period will be 12 months. However, for each holder of 5% or greater of capital stock who is not an officer, director or corporate auditor, half of such holder’s shares will be released from lock-up in 6 months and the remaining half in 12 months. For employees and holders holding less than 5% of capital stock who are not officers, directors, or corporate auditors of the company, the Lock-Up Period will be six months. for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise, or if the filing of a report is required by any party during the Lock-Up Period with respect to such transfers, the undersigned shall include a statement in such report to clearly indicate in the footnotes thereto that the filing relates to the circumstances described in the applicable clause(s) below; and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:

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, TIVIC HEALTH SYSTEMS, INC. OASMIA PHARMACEUTICAL AB By: Name: Xxxxxxxx Xxxxx Jxxxxx Xxxxxxx Title: Chief Executive Officer 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: THINKEQUITY LLC LADENBURG TXXXXXXX & CO. INC. By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] SCHEDULE 1 Underwriter Total Number of Firm Shares ADSs to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares ADSs to be Purchased if the Over- Allotment Over-allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Over-allotment Option is Fully Exercised ThinkEquity LLC Ladenburg Txxxxxxx & Co. Inc. Aegis Capital Corp. [ = ] TOTAL SCHEDULE 2-A Pricing Information PRICING INFORMATION Number of Firm SharesADSs: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option SharesADSs: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per ADS: $ Underwriting Discount per ADS: $ Number of Firm Share/Warrants: Number of Option ShareWarrants: $[•] Warrant Exercise Price: Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded ADS Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] 0.01 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications ISSUER GENERAL USE FREE WRITING PROSPECTUSES To the extent not deemed a “bona fide electronic road show” under Rule 433 of the Securities Act, the “Corporate Presentation – August 2015” filed as a free writing prospectus with the Commission on August 14, 2015, the “Corporate Presentation – September 2015” filed as a free writing prospectus with the Commission on September 15, 2015, and the “Corporate Presentation – September 2015” filed as a free writing prospectus with the Commission on September 28, 2015. SCHEDULE 3 List PERMITTED TESTING-THE-WATERS COMMUNICATIONS None. SCHEDULE 4 LIST OF LOCK-UP PARTIES Alceco International S.A. Nexttobe AB Jxxxxx Xxxxxxx Bx Xxxxxxxxxxx Hxxx Xxxxxx Mxxxxx Xxx Jxxx Xxxxx Axxxxx Lxxxxx Xxxxxxxxx Exxxxxxx Xxxxxxx Xxxxxxxxx Axxxxx Xxxx Hxxxx Xxxxxx Axxxxxxxx Xxxxxxxx Hxxx Xxxxxxxxx Lxxx Xxxxxxxxx Exhibit A FORM OF ADS WARRANT AGENT AGREEMENT [To be attached.] Exhibit B FORM OF REPRESENTATIVE’S WARRANT AGREEMENT [To be attached.] Exhibit C FORM OF ADS STOCK LENDING AGREEMENT [To be attached.] Exhibit D FORM OF DEPOSIT AGREEMENT [To be attached.] Ex. D Exhibit E FORM OF LOCK-UP AGREEMENT , 2015 Ladenburg Txxxxxxx & Co. Inc. 500 Xxxxxxxxx Xxxxxx 11th Floor New York, NY 10022 As Representative of the Several Underwriters Re: Initial Public Offering in the United States of Oasmia Pharmaceutical AB Ladies and Gentlemen: The undersigned, an officer, director or holder of ordinary shares, par value SEK 0.10 per share (“Ordinary Shares”), or rights to acquire Ordinary Shares, of Oasmia Pharmaceutical AB (the “Company”) understands that you, as Representative of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the public offering (the “Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Ordinary Shares of the Company, represented by American Depositary Shares (the “Securities”) pursuant to a registration statement on Form F-1 (as amended, 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 hereby acknowledged, the undersigned hereby agrees for the benefit of the Company, you and the other Underwriters that, without the prior written consent of the Representative on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending one hundred eighty (180) days (the “Lock-Up Parties EXHIBIT A Form Period”) after the date of Pre-Funded Warrant EXHIBIT B Form 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, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares (each a “Relevant Security”) owned either of Representative’s Warrant Agreement EXHIBIT C Form record or beneficially or may be deemed to be beneficially owned (as defined in the Securities Exchange Act of Lock-Up Agreement EXHIBIT D1934, as amended, and the rules and regulations of the Commission 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 Relevant Security, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, or (3) sell, agree to sell, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of the Relevant Security, or (4) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act and the Rules and Regulations) with respect to any Relevant Security, or (5) make any demand for or exercise any right with respect to, the registration of any Relevant Security, or (6) otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration, or (7) publicly announce an intention to do any of the foregoing. The restrictions in the immediately preceding paragraph shall not apply to:

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, TIVIC HEALTH SYSTEMSBRIDGELINE DIGITAL, INC. By: __________________________ Name: Xxxxxxxx Xxxxx 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: THINKEQUITY LLC THINKEQUITY, A Division of Fordham Financial Management, Inc. By: Name: Exxx Xxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number by the Representative ThinkEquity, a division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC Fordham Financial Management, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•●] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•●] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Underwriting Discount per Firm Share/Option Share: $[•●] Underwriting Discount non-accountable expense allowance per Firm Pre-Funded Warrant/Option Pre-Funded WarrantShare: $[•●] Proceeds to Company per Firm Share/Option Share (before expenses): $[•●] Proceeds The Company shall be credited by an amount equal to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non50% of the underwriting discount and non-accountable expense allowance per Firm Share: $[•] Nonat Closing for sale of Shares to investors listed on Schedule A annexed hereto; which shall reduce the aggregate Underwriting Discount and Underwriting non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] allowance. SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications Free writing prospectus filed with the SEC on [ ], 2018 SCHEDULE 3 List of Lock-Up Parties EXHIBIT SCHEDULE A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DCompany Investors:

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. [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, TIVIC HEALTH SYSTEMSNANO NUCLEAR ENERGY, INC. By: /s/ Jxx Xxxxx Xx Name: Xxxxxxxx Jxx Xxxxx Xx Title: Chief Executive Officer Chairman of the Board and 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 THE BENCHMARK COMPANY, LLC By: /s/ Jxxx X. Xxxxx III Name: Jxxx X. Xxxxx III Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, Senior Managing Director NANO NUCLEAR ENERGY INC. – UNDERWRITING AGREEMENT] AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Closing Shares to be Purchased Total Number of Firm Pre- Funded Shares Subject to Closing Warrants to be Being Purchased Number of Option Shares Shares Subject to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity The Benchmark Company, LLC 900,000 450,000 135,000 67,500 TOTAL SCHEDULE 2-A Pricing Information Number of Firm Closing Shares: [•] 900,000 Number of Firm Pre-Funded Closing Warrants: [•] Number 900,000 Closing Warrants to purchase 450,000 shares of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Common Stock Combined Public Offering Price per Firm Share/Option ShareClosing Security: $[•] 20.00 Combined Purchase Price per Closing Security: $18.60 (or 93% of Combined Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Price) Proceeds to Company per Firm Share/Option Share Closing Security (before discount and expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] 18.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties None. EXHIBIT A Form of PrePress Release NANO NUCLEAR ENERGY INC. [Date] Nano Nuclear Energy Inc. (the “Company”) announced today that The Benchmark Company, LLC, acting as representative for the underwriters in the Company’s recent public offering of _______ shares of the Company’s common stock, is [waiving] [releasing] a lock-Funded Warrant EXHIBIT B Form up restriction with respect to _________ shares of Representativethe Company’s Warrant Agreement EXHIBIT C Form common stock held by [certain officers or directors] [an officer or director] of Lock-Up Agreement EXHIBIT Dthe Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

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 us. Very truly yours, TIVIC HEALTH SYSTEMSAPPLIED UV, INC. By: Name: Xxxxxxxx Xxxxx Xxx Xxxx Title: Chief Executive Officer Officer, 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 LLC above. AEGIS CAPITAL CORP. By: Name: Xxxxxx Xxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Chief Executive Officer SCHEDULE 1 Underwriter SCHEDULE OF THE UNDERWRITER Total Number of Firm Shares to be Purchased Purchase Price of Firm Shares Total Number of Firm Pre- Funded funded Warrants to be Purchased Number Purchase Price of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Pre-funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL Underwriters Aegis Capital Corp. Total SCHEDULE 2-A Pricing Information Number of Firm Shares: [•●] Number of Firm Pre-Funded funded Warrants: [•●] Number of Option Shares: [•●] Number of Option Pre-Funded funded Warrants: [•●] Public Offering Purchase Price per Firm Share/Share or Option Share: $[•●] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] share Underwriting Discount per Firm Share/Share or Option Share: $[•●] per share Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share or Option Share: $[•●] per share Public Purchase Price per Pre-funded Warrant or Option Pre-funded Warrant: $[●] Underwriting Discount per Pre-funded Warrant or Option Pre-funded Warrant: $[●] Underwriting Non-accountable expense allowance per Firm Pre-funded Warrant or Option pre-Funded Warrant: $[•●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications 30 SCHEDULE 3 List of Lock-Up Parties Xxx Xxxx Xxx Xxxx’x spouse Xxxxxxx Xxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx X. Hack Xxxxxx Xxxxxxx Xxxxx Xxxxx EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DJune [●], 2023 Aegis Capital Corp. 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx New York, NY 10105 The undersigned understands that Aegis Capital Corp., the underwriter, (the “Underwriter”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Applied UV, Inc., a company formed under the laws of Delaware (the “Company”), providing for the offering (the “Offering”) by the Company of the Company’s shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company, and pre-funded warrants to purchase one share of common stock at an exercise price of $0.001 per share (a “Prefunded Warrant”, and collectively, the “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. [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, TIVIC HEALTH SYSTEMSBALLANTYNE STRONG, INC. By: /s/ Txxx X. Major Name: Xxxxxxxx Xxxxx Txxx X. Major Title: Chief Executive 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: THINKEQUITY LLC A Division of Fordham Financial Management, Inc. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number ThinkEquity, a division of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL Fordham Financial Management, Inc. 3,290,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 3,290,000 Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 2.30 Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 0.161 Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] 2.139 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free writing prospectus dated February 3, 2021. SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Mxxx X. Xxxxxxxx Rxx X. Xxxxxxx Txxx X. Major D. Kxxx Xxxxxxxxx Lxxxx X. Xxxxxxx Wxxxxxx X. Xxxxxx Cxxxxxx X. Xxxxxxxx Rxxxxx X. Xxxxxxxx Nxxxxxxxx Xxx EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form 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 (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]. FORM OF WARRANT TO PURCHASE COMMON STOCK BALLANTYNE STRONG, INC. Warrant Shares: _______ Initial Exercise 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 ____, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ballantyne Strong, Inc., a Delaware corporation (the “Company”), up to ______ shares of Lock-Up Agreement EXHIBIT DCommon Stock, par value $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, TIVIC HEALTH SYSTEMS, INC. Twin Vee PowerCats Co. By: Name: Jxxxxx Xxxxxxxx Xxxxx Title: Chief Executive Officer and 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 LLC A Division of Fordham Financial Management, Inc. By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. TWIN VEE POWERCATS CO – UNDERWRITING AGREEMENT] AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number ThinkEquity, a division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC Fordham Financial Management, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm PreShare: $[•] Underwriting Non-Funded Warrant/Option Pre-Funded Warrantaccountable expense allowance per Share: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Jxxxxx Xxxxxxxx Pxxxxxx Xxxxxxxxxx Pxxxx Xxxxxx Nxxx Xxxx Sxxxxx X. Xxxxxxxxxx Dxxxx Xxxxxxx Twin Vee Powercats, Inc Dxx Xxxxxx EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement Please see Exhibit 4.2 to this Registration Statement on Form S-1 Exhibit B Lock-Up Agreement [•], 2021 ThinkEquity A Division of Fordham Financial Management, Inc. 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below 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 Twin Vee PowerCats Co., a Delaware corporation (the “Company”), providing for the [initial] public offering (the “Public Offering”) of shares of common stock, par value $0.001 per share, of the Company (the “Common Shares”). 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, the undersigned will not, during the period commencing on the date hereof and ending one year after the date of the Underwriting Agreement 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 Common Shares or any securities convertible into or exercisable or exchangeable for Common 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. [solely for Ds and Os; (there will be no exceptions for parent co.)--Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative 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 amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made 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 benefit of the undersigned or a family member (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 Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of Common Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Common Shares or any securities convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within 90 days after the date of the Underwriting Agreement, and after such 90th day, 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 Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing 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 Common 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 establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act 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, 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; and (j) 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 Common 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, 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. For purposes of clause (j) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. 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 the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.] [solely for Ds and Os--The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date hereof to and including the 34th day following the expiration of the Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period has expired.] If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up 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 July [ ], 2021, 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 Common Shares to be sold thereunder, then this lock-up 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 - Please Print) (Signature) (Name of Signatory, in the case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: EXHIBIT C Form of LockPress Release Twin Vee PowerCats Co. [Date] Twin Vee PowerCats Co. (the “Company”) announced today that ThinkEquity, a division of Fordham Financial Management, Inc., acting as representative for the underwriters in the Company’s recent public offering of _______ shares of the Company’s common stock, is [waiving] [releasing] a lock-Up Agreement EXHIBIT Dup restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

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-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 us. Very truly yours, TIVIC HEALTH SYSTEMS, THE ALKALINE WATER COMPANY INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxx Xxxxxxx Xxxxxx 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 heretoabove: THINKEQUITY LLC AEGIS CAPITAL CORP. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Chief Executive Officer Underwriter SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Aegis Capital Corp. 8,333,334 1,250,000 Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL Firm Shares: 8,333,334 Number of Additional Shares: 1,250,000 Public Offering Price per Share: $0.60 Underwriting Discount per Share: $0.048 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Xxxxxx SCHEDULE 3 List of Lock-Up Parties List of officers and directors executing lock-up agreements EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DB Form of Press Release EXHIBIT C

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, TIVIC HEALTH SYSTEMSLead Real Estate Co., INC. Ltd By: Name: Xxxx Xxxxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as the Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC Network 1 Financial Securities, Inc. By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Signature Page to Underwriting Agreement SCHEDULE 1 Underwriter Underwriters Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants ADSs to be Purchased Number of Option Shares ADSs to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL Total Schedules and Exhibits SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 2 List of Lock-Up Parties • EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT D____________, 2023 Network 1 Financial Securities, Inc. 0 Xxxxxx Xxxxxx, Xxxxxxxxx Red Bank, NJ 07701 Ladies and Gentlemen: The undersigned understands that Network 1 Financial Securities, Inc., the representative in the Company’s recent Public Offering (as defined below) (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Lead Real Estate Co., Ltd, a joint-stock corporation with limited liability formed under the laws of Japan (the “Company”), providing for the initial public offering (the “Public Offering”) of a certain number of the Company’s American Depositary Shares (the “ADSs” or the “Securities”) of the Company. To induce the underwriters to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, during the period commencing on the date of the Underwriting Agreement and ending one hundred and 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 ADSs or any securities convertible into or exercisable or exchangeable for ADSs, 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 the 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. If (i) the Company issues an earnings or material news press release, 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 ADSs, or securities exchangeable or exercisable for or convertible into ADSs, provided that the undersigned does not transfer the acquired on such exercise or exchange during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up 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 ADSs or any securities convertible into or exercisable or exchangeable for Shares within the Lock-Up Period). 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 the undersigned’s ADSs subject to this lock-up agreement. The undersigned understands that the Company and the underwriters are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up 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 (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to be sold thereunder, then this lock-up 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. The 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. The undersigned acknowledges that no assurances are given by the Company or the underwriters that this Public Offering will be consummated. This lock-up agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, (Name - Please Print) (Signature) (Name of Signatory, in the case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: Email: Date:

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, TIVIC HEALTH SYSTEMS, INCADVANCED INHALATION THERAPIES (AIT) LTD. By: Name: Xxxxxxxx Xxxxx 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: THINKEQUITY LLC JXXXXX XXXXXX & CO., LLC. By: Name: Exxx Xxxx Title: Head of Investment Banking/Underwritings [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. ISSUER] – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants Units to be Purchased Number of Option Shares Securities to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC Jxxxxx Xxxxxx & Co., LLC. TOTAL SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: [•] Number of Firm Pre-Funded WarrantsOption Units: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded WarrantUnit: $[•] Underwriting Discount per Firm Share/Option ShareUnit: $[•] Underwriting Discount Non-accountable expense allowance per Firm Pre-Funded Warrant/Option Pre-Funded WarrantUnit: $[•] Proceeds to Company per Firm Share/Option Share Unit (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus dated January 11, 2016 to Preliminary Prospectus dated January 11, 2016 SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of PreMor Research Application Ltd. Dxxxx Xxxxxxxxx Yxxxxx Av-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DGxx Xxxx Axxxxx Xxxx and Axx Raved Exxxxxx Xxxxxxxxx Rxx Xxxxxxx 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. [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, TIVIC HEALTH SYSTEMSIMAC HOLDINGS, INC. By: Name: Xxxxxxxx Jxxxxxx X. Xxxxx Title: Chief Executive Officer SELLING STOCKHOLDER: Name: Mxxxxxx X. Xxxxxx, DC 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 LLC KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: Name: Sxx Xxxxxxxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. Supervisory Principal IMAC Holdings – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Kingswood Capital Markets, division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] SCHEDULE 2 Selling Stockholder Total Number of Firm Shares to be Purchased Number of Option Pre- Funded Warrants Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised ThinkEquity LLC Mxxxxxx X. Xxxxxx, DC [●] [●] TOTAL [●] [●] SCHEDULE 23-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•●] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•●] Public Offering Price per Firm Share/: $[●] Public Offering Price per Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Underwriting Discount per Firm Share/: $[●] Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•●] Proceeds to Company per Firm Share/Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•●] SCHEDULE 23-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 23-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DNone.

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 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 compliance, or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance 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 us. Very truly yours, TIVIC HEALTH SYSTEMSAPPLIED UV, INC. By: Name: Xxxxxxxx Xxxxx Xxx Xxxx 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: THINKEQUITY LLC above. AEGIS CAPITAL CORP. By: Name: Xxxxxx Xxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Chief Executive Officer SCHEDULE 1 Underwriter SCHEDULE OF THE UNDERWRITER Total Number of Firm Shares to be Purchased Units Purchase Price of the Units Underwriters Aegis Capital Corp. Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: [•●] ● Number of Units containing Firm Shares (“Common Units”) [●] ● Number of Units containing Pre-Funded Warrants: funded Warrants (“Pre-funded Units”) [•●] Number of Option Shares: [•●] Number of Option Pre-Funded funded Warrants: [•●] Number of Option Warrants: [●] Public Offering Price per Firm Share/Option ShareCommon Unit: $$ [•●] Public Offering Price per Firm Pre-Funded Warrant/Option funded Unit: $ [●] Exercise Price per Pre-Funded Warrant: $$ 0.001 Exercise Price per Warrant per whole share: $ [•●] Underwriting Discount per Firm Share/Option ShareCommon Unit: $$ [•●] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrantfunded Unit: $$ [•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•●] Non-accountable expense allowance per Firm Common Unit and per Pre-funded Unit: $ [●] Purchase Price per Option Share: $$ [•●] Non-accountable expense allowance Purchase Price per Firm Option Pre-Funded Warrant: $$ [•●] Purchase Price per Option Warrant: $ [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications 6 SCHEDULE 3 List of Lock-Up Parties Xxx Xxxx The Xxxx Family 2020 Irrevocable Trust Xxxxxxx Xxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx X. Hack Xxxxxx Xxxxxxx Xxxxx Xxxxx EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DOctober [●], 2023 Aegis Capital Corp. 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 The undersigned understands that Aegis Capital Corp., the underwriter, (the “Underwriter”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Applied UV, Inc., a company formed under the laws of Nevada (the “Company”), providing for the offering (the “Offering”) by the Company of an aggregate of [●] units (the “Units”), each consisting of (i) one share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”), par value $0.0001 per share (the “Common Stock”) or a pre-funded warrant to purchase one share of common stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) and (ii) a common warrant to purchase one share of Common Stock (each, a “Common Warrant”, and collectively, the “Common Warrants”).

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, TIVIC HEALTH SYSTEMS, INC. GARDEN STAGE LIMITED By: /s/ Xxx Xxx Xxxxxxx, XXXX Name: Xxxxxxxx Xxxxx Xxx Xxx Xxxxxxx, XXXX Title: Chief Executive Officer Director 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 REVERE SECURITIES LLC By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INCSenior Managing Director GARDEN STAGE LIMITED. – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Revere Securities LLC 1,000,000 X. X. Xxxxxxxx & Co., Inc. 1,000,000 Dominari Securities LLC 500,000 TOTAL 2,500,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 2,500,000 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 0 Public Offering Price per Firm Share/Option Share: $[•] 4.00 Public Offering Price per Firm Pre-Funded WarrantOption Share: N/Option Pre-Funded Warrant: $[•] A Underwriting Discount per Firm Share/: $0.29 Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded WarrantN/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] A Non-accountable expense allowance Expense Allowance per Firm Share: $[•] 0.04 Non-accountable expense allowance Expense Allowance per Firm Pre-Funded WarrantOption Share: $[•] N/A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of PreLocked-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of up Parties Ordinary Shares Beneficially Owned Lock-Up Agreement EXHIBIT DPeriod Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO 0 180 days Oriental Moon Tree Limited (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. [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, TIVIC HEALTH SYSTEMSTIMBERLINE RESOURCES, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxxxx Xxxxxx Xxxxx Title: Chief Executive 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: THINKEQUITY LLC AEGIS CAPITAL CORP. By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Chief Compliance Officer SCHEDULE 1 I Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC Aegis Capital Corp. 5,000,000 TOTAL 5,000,000] SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 5,000,000 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 750,000 Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 0.20 Underwriting Discount per Firm Share/Option Share: $[•] 0.014 Underwriting Discount Non-accountable expense allowance per Firm Pre-Funded Warrant/Option Pre-Funded WarrantShare: $[•] 0.002 Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] 0.186 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties Name Position Xxxx Xxxxxxxx President and Chief Executive Officer Xxxxxx Xxxxx Chief Financial Officer Xxxxx Xxxxxxx Chief Accounting Officer Xxxxxx Xxxxxxxxx Vice President - Exploration EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement December 20, 0000 Xxxxx Capital Corp. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Timberline Resources, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the Representative of 5,000,000 shares of common stock (“Firm Shares”), par value $0.001 per share, of the Company (the “Shares”). 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 on 90 days 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 Shares or any securities convertible into or exercisable or exchangeable for Shares, 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 the Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares or such other securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may transfer Shares without the prior consent of the Representative in connection with (a) transactions relating to 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 Shares or other securities acquired in such open market transactions, (b) transfers of Shares or any security convertible into 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 Shares, shall be required or shall be voluntarily made during the Lock-up Period, (c) transfer of 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 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 Shares or any security convertible into or exercisable or exchangeable for Shares. 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 the undersigned’s Shares except in compliance with this Agreement. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Shares that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) Business Days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Shares, the Representative will notify the Company of the impending release or waiver, and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) Business Days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) Business Days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. 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 Shares, or securities exchangeable or exercisable for or convertible into Shares, provided that the undersigned does not transfer the 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 Shares or any securities convertible into or exercisable or exchangeable for 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 [•], 2012, 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 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) EXHIBIT DB Form of Press Release TIMBERLINE RESOURCES, INC. [Date] Timberline Resources, Inc. (the “Company”) announced today that Aegis Capital Corp., acting as representative for the underwriters in the Company’s recent public offering of 5,000,000 shares of the Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

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, TIVIC HEALTH SYSTEMSKIPS BAY MEDICAL, INC. By: Name: Xxxxxxxx Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC AEGIS CAPITAL CORP. By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSKIPS BAY MEDICAL, INC. – UNDERWRITING AGREEMENT] AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC Aegis Capital Corp. — — TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•·] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•·] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•·] Underwriting Discount per Firm Share/Option Share: $[•·] Underwriting Discount Non-accountable expense allowance per Firm Pre-Funded Warrant/Option Pre-Funded WarrantShare: $[•·] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•·] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 Underwriters’ Information The Underwriters’ Information shall include the following: the table of Underwriters under the first paragraph, the concession figure appearing in the seventh paragraph, the information contained under the sub-heading “Electronic Offer, Sale and Distribution of Shares,” the information contained under the sub-heading “Stabilization,” the information contained under the sub-heading “Passive market making” and the information contained under the sub-heading “Offer Restrictions Outside the United States.” SCHEDULE 4 List of Lock-Up Parties Xxxxx Xxxxxxxxx Kips Bay Investments, LLC Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx XxXxxxxx Arch X. Xxxxx Xxxxxx X. Xxxxxxxxxxx Xxxxxx X. Xxxxxx Sch. 4 EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form 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 (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS ONE YEAR AFTER DATE OF EFFECTIVENESS]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS AFTER DATE OF EFFECTIVENESS]. COMMON STOCK PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT D[ ] Shares of Common Stock of KIPS BAY MEDICAL, 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, TIVIC HEALTH SYSTEMS, INCTHE ROYALAND COMPANY LTD. By: Name: Xxxxxxxx Xxxxx Xxxxxx X. XxXxxxx Title: Chief Executive Officer 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: THINKEQUITY REVERE SECURITIES, LLC By: Name: Xxxxxx XxXxxxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Managing Director SCHEDULE 1 UNDERWRITERS Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Revere Securities, LLC TOTAL SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT 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, TIVIC HEALTH SYSTEMSFAT Brands, INC. Inc. By: /s/Axxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxx Axxxxx Xxxxxxxxxx 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: THINKEQUITY LLC By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC 1,000,000 TOTAL 1,000,000 Schedule 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 1,000,000 Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 18.00 Underwriting Discount per Share (with respect to the first $16,000,000 of Firm Share/Option Share: Shares): $[•] 1.35 Underwriting Discount per Fees (for the remaining $2,000,000 of Firm Pre-Funded Warrant/Option Pre-Funded Warrant: Shares): $[•] 10,000 Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre16,790,000 Schedule 2-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Schedule 2-B SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of LockNone. Schedule 2-Up Parties C EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DOctober [●], 2021 ThinkEquity LLC 10 Xxxxx Xxxxxx, 00xx Xx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that ThinkEquity LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with FAT Brands Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of 8.25% Series B Cumulative Preferred Stock, par value $0.0001 per share, of the Company (the “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. [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, TIVIC HEALTH SYSTEMS, HONGLI GROUP INC. By: Name: Xxxxxxxx Xxxxx Xxx Xxx 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: THINKEQUITY XX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. Hongli Group Inc. – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number XX Xxxxxx, division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Benchmark Investments, LLC [___] [___] TOTAL [___] [___] SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•__] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•__] Public Offering Price per Firm Share/: $[__] Public Offering Price per Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•__] Underwriting Discount per Firm Share/: $[__] Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•__] Proceeds to Company per Firm Share/Share (before expenses): $[__] Proceeds to Company per Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•__] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications [__] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DParties

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, TIVIC HEALTH SYSTEMSMoving iMage Technologies, INC. Inc. By: Name: Xxxxxxxx Xxxxx Gxxxx Xxxxxxx PhD 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 Boustead Securities, LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Boustead Securities, LLC TOTAL 3,500,000 525,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 3,500,000 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 525,000 Public Offering Price per Firm Share/: $3.00 Public Offering Price per Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 3.00 Underwriting Discount per Firm Share/: $0.27 Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] 0.27 Non-accountable expense allowance Accountable Expense Allowance per Firm Share: $[•] 0.06 Non-accountable expense allowance Accountable Expense Allowance per Firm Pre-Funded WarrantOption Share: $[•] 0.06 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DProspectuses

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, TIVIC HEALTH SYSTEMSSigning Day Sports, INC. Inc. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxxxx Xxxxx Xxxxxx X. Xxxxxx 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: THINKEQUITY Boustead Securities, LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Boustead Securities, LLC 1,200,000 180,000 TOTAL 1,200,000 180,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 1,200,000 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 180,000 Public Offering Price per Firm Share/: $5.00 Public Offering Price per Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 5.00 Underwriting Discount per Firm Share/: $0.35 Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] 0.35 Non-accountable expense allowance Accountable Expense Allowance per Firm Share: $[•] 0.05 Non-accountable expense allowance Accountable Expense Allowance per Firm Pre-Funded WarrantOption Share: $[•] 0.05 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None SCHEDULE 2-C Written Testing-the-Waters Communications None SCHEDULE 3 List of Lock-Up Parties Xxxx Enterprises of Arizona, Inc. Xxxxx Xxxx Xxxxxx X. Xxxxxx Xxxxx X’Xxxx Xxxxxx Family Holdings, LLC Xxxx Xxx Xxxx Xxxxxxxx Xxxx X. Xxxxxx Xxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxx (Xxx) Xxxxx Xxxxx Xxxxx Xx. The Xxxxxx Revocable Living Trust Zone Right, LLC EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form 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 PROVIDED HEREIN AND IN THE UNDERWRITING AGREEMENT BETWEEN BOUSTEAD SECURITIES, LLC (“BOUSTEAD”) AND SIGNING DAY SPORTS, INC., DATED AS OF [●], 202[●] (THE “UNDERWRITING AGREEMENT”), 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 “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD OR A MEMBER OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC. (“FINRA”) PARTICIPATING IN THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER OF SUCH OFFERING AS CONSIDERATION (THE “OFFERING”), OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE OF BOUSTEAD, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, THE UNDERWRITING AGREEMENT, AND IN ACCORDANCE WITH FINRA RULE 5110(E)(1). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2023. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 202_. COMMON STOCK PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT D[●] Shares of Common Stock of Signing Day Sports, 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 usbelow. Very truly yours, TIVIC HEALTH SYSTEMS, INC. Electrameccanica Vehicles Corp. By: Name: Xxxxxxxx Xxxxx 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: THINKEQUITY THE BENCHMARK COMPANY, LLC By: Name: Jxxx X. Xxxxx III Title: Senior Managing Director, Head of Investment Banking [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. Signature Page] Electrameccanica Vehicles Corp. – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased at 93% of the Public Offering Price per Firm Unit Total Number of Firm Pre- Funded Warrants Units to be Purchased at 94.5% of the Public Offering Price per Firm Unit Number of Option Shares Units to be Purchased at 93% of the Public Offering Price per Firm Unit if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants Units to be Purchased at 94.5% of the Public Offering Price per Firm Unit if the Over- Allotment Option is Fully Exercised ThinkEquity The Benchmark Company, LLC TOTAL ThinkEquity, a division of Fordham Financial Management, Inc. Cxxxxxx & Co., LLC Total SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B 2 Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties [TO COME] EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement [TO COME] EXHIBIT C B Form of Lock-Up Agreement EXHIBIT D[TO COME]

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, TIVIC HEALTH SYSTEMSKIPS BAY MEDICAL, INC. By: Name: Xxxxxxxx Xxxxx Xxxxxx Title: Chief Executive Officer Financial Officer, Chief Operating Officer, Vice President of Finance, and Secretary Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC SUNRISE SECURITIES CORP. By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSKIPS BAY MEDICAL, INC. – UNDERWRITING AGREEMENT] AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC Sunrise Securities Corp. — — TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•·] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•·] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•·] Underwriting Discount per Firm Share/Option Share: $[•·] Underwriting Discount Non-accountable expense allowance per Firm Pre-Funded Warrant/Option Pre-Funded WarrantShare: $[•·] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•·] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 Underwriters’ Information The Underwriters’ Information shall include the following: the table of Underwriters under the first paragraph, the concession figure appearing in the seventh paragraph, the information contained under the sub-heading “Electronic Offer, Sale and Distribution of Shares,” the information contained under the sub-heading “Stabilization,” the information contained under the sub-heading “Passive market making” and the information contained under the sub-heading “Offer Restrictions Outside the United States.” SCHEDULE 4 List of Lock-Up Parties Xxxxx Xxxxxxxxx Kips Bay Investments, LLC Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx XxXxxxxx Arch X. Xxxxx Xxxxxx X. Xxxxxxxxxxx Xxxxxx X. Xxxxxx Sch. 4 EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form 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 (DEFINED BELOW) TO ANYONE OTHER THAN (I) SUNRISE SECURITIES CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF SUNRISE SECURITIES CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS ONE YEAR AFTER DATE OF EFFECTIVENESS]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS AFTER DATE OF EFFECTIVENESS]. COMMON STOCK PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT D[ ] Shares of Common Stock of KIPS BAY MEDICAL, 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 Underwriters, the Company and the CompanySelling Stockholder, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, TIVIC HEALTH SYSTEMSTHE GLADSTONE COMPANIES, INC. By: Name: Xxxxxxxx Xxxxx Title: Chief Executive Officer THE SELLING STOCKHOLDER THE GLADSTONE COMPANIES, 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: THINKEQUITY XX XXXXXX, division of Benchmark Investments, LLC By: Name: Xxx Xxxxxxxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSSupervisory Principal THE GLADSTONE COMPANIES, INC. – UNDERWRITING AGREEMENT] AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number XX Xxxxxx, division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Benchmark Investments, LLC TOTAL SCHEDULE 22 Selling Stockholder The Gladstone Companies, Ltd. SCHEDULE 3-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] $ Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded WarrantShare: $[•] $ Underwriting Discount per Firm Share/: $ Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Share (before expenses): $ Proceeds to Company per Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] $ SCHEDULE 23-B Issuer General Use Free Writing Prospectuses [ ] SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 4 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DParties

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, TIVIC HEALTH SYSTEMSADVAXIS, INC. By: /s/ Dxxxxx X. X’Xxxxxx Name: Xxxxxxxx Xxxxx Dxxxxx X. X’Xxxxxx Title: President and 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: THINKEQUITY LLC AEGIS CAPITAL CORP. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Head of Investment Banking - Aegis SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL Aegis Capital Corp 3,672,000 612,000 Noble Financial Capital Markets 408,000 0 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] 4,080,000 Number of Firm Pre-Funded Warrants: [•] Number of Option Additional Shares: [•] Number of Option Pre-Funded Warrants: [•] 612,000 Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 3.00 Underwriting Discount per Firm Share/Option Share: $[•] 0.21 Underwriting Discount Non-accountable expense allowance per Firm Pre-Funded Warrant/Option Pre-Funded WarrantShare: $[•] 0.03 Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] 2.79 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of PreNon-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DEmployee Directors

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, TIVIC HEALTH SYSTEMSDUOS TECHNOLOGIES GROUP, INC. By: Name: Xxxxxxxx Xxxxx Gxxxxx Xxxxxxx 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: THINKEQUITY LLC JXXXXX XXXXXX & CO., LLC. By: __________________________________________ Name: Exxx Xxxx Title: Head of Investment Banking/Underwritings [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. ISSUER] – UNDERWRITING AGREEMENT] AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of and Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment and Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Over-Allotment Option is Fully Exercised ThinkEquity LLC Jxxxxx Xxxxxx & Co., LLC. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Shares and Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Shares and Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option ShareShare and Warrant: $[•] Underwriting Discount per Firm PreNon-Funded Warrant/Option Pre-Funded Warrantaccountable expense allowance: $[•] Proceeds to Company per Firm Share/Option one Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded and one Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 35 List of Lock-Up Parties ——————— To be provided. EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form 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 (DEFINED BELOW) TO ANYONE OTHER THAN (I) JXXXXX XXXXXX & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF JXXXXX XXXXXX & CO., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 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 TO PURCHASE COMMON STOCK [COMPANY] Warrant Shares: _______ Initial Exercise Date: ______, 2016 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 ____, 2016 (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 the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from [COMPANY], a [Delaware] corporation (the “Company”), up to ______ shares of Lock-Up Agreement EXHIBIT DCommon 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 us. Very truly yours, TIVIC HEALTH SYSTEMSChina Xiangtai Food Co., INC. Ltd. By: Name: Xxxxxxxx Zeshu Dai Title: Chief Executive Officer Confirmed and accepted as of the date first above written: Boustead Securities, LLC By: Name: Xxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedCHINA XIANGTAI FOOD CO., on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INCLTD. – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Placement Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Placed Boustead Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Disclosure Package Number of Firm SharesPlacement Shares for Minimum Offering: [•] 1,000,000 Number of Firm Pre-Funded WarrantsPlacement Shares for Maximum Offering: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 3,000,000 Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 5.00 Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: 0.2 - $[•] 0.25 Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): 4.8 - $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] 4.75 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [ ] SCHEDULE 2-C Written Testing-the-Waters Communications [ ] SCHEDULE 3 List of Lock-Up Parties EXHIBIT Exhibit A Form of Pre-Funded Warrant EXHIBIT B Form of RepresentativeUnderwriter’s Warrant Agreement EXHIBIT C As attached. Exhibit B Form of Lock-Up up Agreement EXHIBIT DAs attached.

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. [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, TIVIC HEALTH SYSTEMS, INCARCADE CHINA ACQUISITION CORP. By: Name: Xxxxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of Accepted on the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY written. MXXXXX XXXXXX TRIARTISAN LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INCSCHEDULE I ARCADE CHINA ACQUISITION CORP. – UNDERWRITING AGREEMENT] SCHEDULE 1 4,000,000 Units Underwriter Total Number of Firm Shares Units to be Purchased Total Number Mxxxxx Xxxxxx TriArtisan LLC ● Mxxxxx Xxxxxx TriArtisan Capital LLC ● Ladenburg Txxxxxxx & Co. Inc. ● SCHEDULE II TIME OF SALE INFORMATION EXHIBIT A FORM OF TARGET BUSINESS LETTER Arcade China Acquisition Corp. Gentlemen: Reference is made to the Final Prospectus of Firm Pre- Funded Warrants Arcade China Acquisition Corp. (the “Company”), dated ●, 2011 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to be Purchased Number them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of Option Shares at least $● for the benefit of the Public Stockholders and the Underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to be Purchased the Public Stockholders in the event they elect to redeem their public shares in connection with the consummation of a Business Combination, (ii) to the Public Stockholders if the Over- Allotment Option Company fails to consummate a Business Combination within 21 months from the date of the closing of the offering or (iii) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B FORM OF VENDOR LETTER Arcade China Acquisition Corp. Gentlemen: Reference is Fully Exercised Number made to the Final Prospectus of Option Pre- Funded Warrants Arcade China Acquisition Corp. (the “Company”), dated ●, 2011 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to be Purchased them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $● for the benefit of the Public Stockholders and the Underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event they elect to redeem their public shares in connection with the consummation of a Business Combination, (ii) to the Public Stockholders if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number Company fails to consummate a Business Combination within 21 months from the date of Firm Shares: [•] Number the closing of Firm Pre-Funded Warrants: [•] Number the offering or (iii) to the Company after or concurrently with the consummation of Option Shares: [•] Number a Business Combination. For and in consideration of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds the Company agreeing to engage the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Lock-Up Parties EXHIBIT A Form Vendor Authorized Signature of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DVendor

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, TIVIC HEALTH SYSTEMSNORTHWEST BIOTHERAPEUTICS, INC. By: Name: Xxxxxxxx Xxxxx X. Xxxxxx Title: Chief Executive Officer 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 LLC AEGIS CAPITAL CORP. By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSNORTHWEST BIOTHERAPEUTICS, INC. – UNDERWRITING AGREEMENT] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC Aegis Capital Corp. TOTAL Sch.1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm PreShare: $[•] Underwriting Non-Funded Warrant/Option Pre-Funded Warrantaccountable expense allowance per Share: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2[None.] Sch.2-C Written Testing-the-Waters Communications 1 SCHEDULE 3 List of Lock-Up Parties Sch.3-1 EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form 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 (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ], 2013 [DATE THAT IS ONE YEAR AFTER DATE OF EFFECTIVENESS]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ], 2017 [DATE THAT IS FIVE YEARS AFTER DATE OF EFFECTIVENESS]. COMMON STOCK PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT D[_____] Shares of Common Stock of NORTHWEST BIOTHERAPEUTICS, 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 usus as of the date first above written. Very truly yours, TIVIC HEALTH SYSTEMS, JXXXXXX INC. By: Name: Xxxxxxxx Xxxxx Bxxxx Xxxxxxx Title: Chief Executive Officer and 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 Spartan Capital Securities, LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Spartan Capital Securities, LLC TOTAL 1,250,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 1,250,000 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] $ 4.00 Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded WarrantShare: $[•] $ 4.00 Underwriting Discount per Firm Share/: $ 0.28 Underwriting Discount per Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] $ 0.28 Proceeds to Company per Firm Share/Share (before expenses): $ 3.72 Proceeds to Company per Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] $ 3.72 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DParties

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, TIVIC HEALTH SYSTEMSTORCHLIGHT ENERGY RESOURCES, INC. By: Xxxx Xxxx Name: Xxxxxxxx Xxxxx Xxxx Xxxx Title: Chief Executive Officer 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 LLC A Division of Fordham Financial Management, Inc. By: Xxxx Xxxx Name: Xxxx Xxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number by the Representative ThinkEquity, a division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC Fordham Financial Management, Inc. 3,000,000 450,000 TOTAL 3,000,000 450,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 3,000,000 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 450,000 Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 0.34 Underwriting Discount per Firm Share/Option Share: $[•] 0.0255 Underwriting Discount non-accountable expense allowance per Firm Pre-Funded Warrant/Option Pre-Funded WarrantShare: $[•] 0.0034 Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] 0.3111 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications Free Writing Prospectus filed on May 13, 2020. SCHEDULE 3 List of Lock-Up Parties Xxxx Xxxx Xxxxx X. Xxxxxxx Xxxxxxx XxXxxx, Xx. Alexandre Xxxxxxx Xxxxxx Xxxxx Xxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxx EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form 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 THE UNDERWRITING AGREEMENT (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 NOVEMBER 20, 2020. VOID AFTER 5:00 P.M., EASTERN TIME, MAY 18, 2025. TORCHLIGHT ENERGY RESOURCES, INC. Warrant Shares: _______ Initial Exercise Date: November 20, 2020 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 November 20, 2020 (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 the date that is five (5) years following the date of Lock-Up the Underwriting Agreement EXHIBIT D(as defined herein) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), up to ______ shares of Common Stock, $.001 par 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. [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, TIVIC HEALTH SYSTEMS, INCEMPEIRIA ACQUISITION CORP. By: Name: Xxxxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of Accepted on the date first written above mentionedwritten. CXXXX & COMPANY CAPITAL MARKETS, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INCSCHEDULE I EMPEIRIA ACQUISITION CORP. – UNDERWRITING AGREEMENT] SCHEDULE 1 10,000,000 Units Underwriter Total Number of Firm Shares Units to be Purchased Total Number CXXXX & COMPANY SECURITIES, LLC TOTAL 10,000,000 EXHIBIT A FORM OF TARGET BUSINESS LETTER EMPEIRIA ACQUISITION CORP. Gentlemen: Reference is made to the Final Prospectus of Firm Pre- Funded Warrants Empeiria Acquisition Corp. (the “Company”), dated ____________ , 2011 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to be Purchased Number them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of Option Shares at least $101,000,000 for the benefit of the Public Stockholders and the Underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to be Purchased the Public Stockholders in the event they elect to redeem their public shares in connection with the consummation of a Business Transaction, (ii) to the Public Stockholders if the Over- Allotment Option Company fails to consummate a Business Transaction within 21 months from the date of the Prospectus or (iii) to the Company after or concurrently with the consummation of a Business Transaction. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Transaction with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B FORM OF VENDOR LETTER EMPEIRIA ACQUISITION CORP. Gentlemen: Reference is Fully Exercised Number made to the Final Prospectus of Option Pre- Funded Warrants Empeiria Acquisition Corp. (the “Company”), dated ______________, 2011 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to be Purchased them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $101,000,000 for the benefit of the Public Stockholders and the Underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event they elect to redeem their public shares in connection with the consummation of a Business Transaction, (ii) to the Public Stockholders if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number Company fails to consummate a Business Transaction within 21 months from the date of Firm Shares: [•] Number the Prospectus or (iii) to the Company after or concurrently with the consummation of Firm Pre-Funded Warrants: [•] Number a Business Transaction. For and in consideration of Option Shares: [•] Number the Company agreeing to engage the services of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Lock-Up Parties EXHIBIT A Form Vendor Authorized Signature of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DVendor

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, TIVIC HEALTH SYSTEMS, INCBRIACELL THERAPEUTICS CORP. By: Name: Wxxxxxx X. Xxxxxxxx Xxxxx 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 LLC A Division of Fordham Financial Management, Inc. By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INCBRIACELL THERAPEUTICS CORP. – UNDERWRITING AGREEMENT] SCHEDULE AGREEMENT Schedule 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants Units to be Purchased Number of Option Shares Securities to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number ThinkEquity, a division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL SCHEDULE Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule 2-A Pricing Information Number of Firm SharesUnits: [•[ ] ● Number of Class A Firm Pre-Funded Warrants: [•Units [ ] ● Number of Class B Firm Units [ ] Number of Option Shares: [•] Number of Shares and/or Option Pre-Funded Warrants: [•[ ] Number of Option Warrants: [ ] Public Offering Price per Class A Firm Share/Option ShareUnit: $[•$ [ ] Public Offering Price per Class B Firm Unit: $ [ ] Exercise Price per Pre-Funded Warrant/: $ [ ] Exercise Price per Warrant: $ [ ] Price per Option Share: $ [ ] Price per Option Pre-Funded Warrant: $[•$ [ ] Price per Option Warrant: $ [ ] Underwriting Discount per Class A Firm Share/Option ShareUnit: $[•$ [ ] Underwriting Discount per Class B Firm Pre-Funded Warrant/Unit: $ [ ] Underwriting Discount per Option Share: $ [ ] Underwriting Discount per Option Pre-Funded Warrant: $[•$ [ ] Proceeds to Company Underwriting Discount per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•: $ [ ] Non-accountable expense allowance per Firm ShareUnit: $[•$ [ ] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE Schedule 2-B Issuer General Use Free Writing Prospectuses SCHEDULE [None.] Schedule 2-C Written Testing-the-Waters Communications SCHEDULE [None.] Schedule 3 List of Lock-Up Parties EXHIBIT A Form Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of Prethe Board of Directors Vxxxxx X. Xxxxx-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT DPatalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director

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, TIVIC HEALTH SYSTEMSINHIBIKASE THERAPEUTICS, INC. By: Name: Xxxxxxxx Xxxxx Xxxxxx X. Xxxxxx, 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: THINKEQUITY LLC THINKEQUITY, A Division of Fordham Financial Management, Inc. By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMSINHIBIKASE THERAPEUTICS, INC. – UNDERWRITING AGREEMENT] AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number ThinkEquity, a division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity Fordham Financial Management, Inc. [_____ ] [_____ ] JonesTrading Institutional Services LLC [_____ ] [_____ ] TOTAL [_____ ] [_____ ] SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm PreShare: $[•] Underwriting Non-Funded Warrant/Option Pre-Funded Warrantaccountable expense allowance per Share: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties 44 EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement 45 Exhibit B Lock-Up Agreement [•], 2021 ThinkEquity, A Division of Fordham Financial Management, Inc. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representative of the several Underwriters (if any) named on Schedule 1 to the Underwriting Agreement reference below Ladies and Gentlemen: The undersigned understands that you (the “Representative”) and certain other firms, if any (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by the Underwriters of shares of common stock (the “Common Stock”) and may also include other securities, of Inhibikase Therapeutics, Inc., a Delaware corporation (the “Company”), and that the Underwriters propose to reoffer the Common Stock (and potentially other securities of the Company) 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 Representative, on behalf of the Underwriters, the undersigned will not, directly or indirectly, (1) 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 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, (2) 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, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) except as provided for below, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration 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 (4) publicly disclose the intention to do any of the foregoing for a period commencing on the date hereof and ending on the [six (8)][three (3)]1 month anniversary of the date of the Prospectus relating to the Offering (such [6][3]-month period, the “Lock-Up Period”). The foregoing paragraph shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in the open market after the completion of the 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 such transactions; (b) bona fide gifts of shares of any class of the Company’s capital stock or any security convertible into Common Stock, in each case that are made exclusively between and among the undersigned or members of the undersigned’s family, or 1 Directors and officers will be lock-ed up for six (6) months and greater than 5% stockholders will be locked-up for three (3) months. affiliates of the undersigned, including its partners (if a partnership) or members (if a limited liability company); (c) any transfer of shares of Common Stock or any security convertible into Common Stock by will or intestate succession upon the death of the undersigned; (d) transfer of shares of Common Stock or any security convertible into Common Stock to an immediate family member (for purposes of this Lock-Up Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin) or any trust, limited partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or any immediate family member of the undersigned; provided that, in the case of clauses (b)-(d) above, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Lock-Up Letter Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto, (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period referred to above, and (iii) the undersigned notifies the Representative at least two business days prior to the proposed transfer or disposition; (e) the transfer of shares to the Company to satisfy withholding obligations for any equity award granted pursuant to the terms of the Company’s stock option/incentive plans, such as upon exercise, vesting, lapse of substantial risk of forfeiture, or other similar taxable event, in each case on a “cashless” or “net exercise” basis (which, for the avoidance of doubt shall not include “cashless” exercise programs involving a broker or other third party), provided that as a condition of any transfer pursuant to this clause (e), that if the undersigned is required to file a report under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock during the Lock-Up Period, the undersigned shall include a statement in such report, and if applicable an appropriate disposition transaction code, to the effect that such transfer is being made as a share delivery or forfeiture in connection with a net value exercise, or as a forfeiture or sale of shares solely to cover required tax withholding, as the case may be; (f) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a bona fide third party tender offer made to all holders of the Common Stock, merger, consolidation or other similar transaction involving a change of control (as defined below) of the Company, including voting in favor of any such transaction or taking any other action in connection with such transaction, provided that in the event that such merger, tender offer or other transaction is not completed, the Common Stock and any security convertible into or exercisable or exchangeable for Common Stock shall remain subject to the restrictions set forth herein; (g) the exercise of warrants or the exercise of stock options granted pursuant to the Company’s stock option/incentive plans or otherwise outstanding on the date hereof; provided, that the restrictions shall apply to shares of Common Stock issued upon such exercise or conversion; (h) the establishment of any contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Exchange Act; provided, however, that no sales of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, shall be made pursuant to a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period; provided further, that the Company is not required to report the establishment of such Rule 10b5-1 Plan in any public report or filing with the Commission under the Exchange Act during the lock-up period and does not otherwise voluntarily effect any such public filing or report regarding such Rule 10b5-1 Plan; and (i) any demands or requests for, or exercise of any right with respect to, or the taking of any action in preparation of, the registration by the Company under the Securities Act of the undersigned’s shares of Common Stock, provided that no transfer of the undersigned’s shares of Common Stock registered pursuant to the exercise of any such right and no registration statement shall be filed under the Securities Act with respect to any of the undersigned’s shares of Common Stock during the Lock-Up Period. For purposes of clause (f) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, purchase, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. 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 the undersigned’s securities subject to this Lock-Up Letter Agreement except in compliance with this Lock-Up Letter Agreement. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any shares of Common Stock that the undersigned may purchase in the Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of securities subject to this Lock-Up Letter Agreement, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of securities subject to this Lock-Up Letter Agreement not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this securities subject to this Lock-Up Letter Agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. It is understood that, if the Company notifies the Underwriters that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective, 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 securities, the undersigned will be released from its obligations under this Lock-Up Letter Agreement. The undersigned understands that the Company and the Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement. Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. This Lock-Up Letter Agreement shall automatically terminate upon the earliest to occur, if any, of (1) the termination of the Underwriting Agreement before the sale of any securities to the Underwriters or (2) the termination of the Offering. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representative, successors and assigns of the undersigned. Very truly yours, By: EXHIBIT C Form of LockPress Release INHIBIKASE THERAPEUTICS, INC. [Date] Inhibikase Therapeutics, Inc. (the “Company”) announced today that ThinkEquity, a division of Fordham Financial Management, Inc., acting as representative for the underwriters in the Company’s recent public offering of _______ shares of the Company’s common stock, is [waiving] [releasing] a lock-Up Agreement EXHIBIT Dup restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

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, TIVIC HEALTH SYSTEMSPROPHASE LABS, INC. By: /s/ Txx Xxxxxx Name: Xxxxxxxx Xxxxx Txx Xxxxxx 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: THINKEQUITY LLC A Division of Fordham Financial Management, Inc. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number by the Representative ThinkEquity, a division of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC Fordham Financial Management, Inc. 2,520,000 450,000 Dxxxxx Xxxxx Securities, Inc. 480,000 - TOTAL 3,000,000 450,000 Sch 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] 3,000,000 Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] 450,000 Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 12.50 Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] 0.75 Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] 11.75 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications FWP dated January 15, 2021. SCHEDULE 3 List of Lock-Up Parties Txx Xxxxxx Jxxxx Xxxx Lxxxx Xxxxxxx, MD Wxxxxx Xxxxxx Mxxxxx Xxxxx EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form 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 (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 COMMENCEMENT OF SALES IN THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS THREE YEARS FROM THE COMMENCEMENT OF SALES IN THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK PROPHASE LABS, INC. Warrant Shares: _______ Initial Exercise 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 ____, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(e)(1), prior to at 5:00 p.m. (New York time) on the date that is three (3) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ProPhase Labs, Inc., a Delaware corporation (the “Company”), up to ______ shares of Lock-Up Agreement EXHIBIT DCommon Stock, par value $0.0005 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 usbelow. Very truly yours, TIVIC HEALTH SYSTEMS, INCINSPIRA TECHNOLOGIES OXY B.H.N. LTD. By: Name: Xxxxxxxx Xxxxx 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: THINKEQUITY LLC AEGIS CAPITAL CORP. By: Name: Title: [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – UNDERWRITING AGREEMENT] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants Units to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL Aegis Capital Corp. Units:_______ Pre-funded Units:_______ _______ Total: SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: [•] t ● Number of Firm Units t ● Number of Pre-Funded Warrants: [•] funded Firm Units t Number of Option SharesShares and/or Option Pre-funded Warrants: [•] t Number of Option Pre-Funded Warrants: [•] t Public Offering Price per Firm Share/Option ShareUnit: $[•] $ t Public Offering Price per Firm Pre-Funded funded Firm Unit: $ t Exercise Price per Pre-funded Warrant/: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded funded Warrant: $[•] $ t Price per Option Warrant: $ t Underwriting Discount per Firm Share/Unit: $ t Underwriting Discount per Pre-funded Firm Unit: $ t Underwriting Discount per Option Share: $[•] $ t Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded funded Warrant: $[•] Proceeds to Company $ t Underwriting Discount per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] : $ t Non-accountable expense allowance per Firm ShareUnit: $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] $ t SCHEDULE 2-B Issuer General Use Free Writing Prospectuses 34 SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form (including all affiliates of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT Dpersons named below) 36