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, EVMO, INC. By: Name: 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC By: Name: Title: EVmo, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares 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 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] 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 Directors and Officers of the Company

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [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, EVMO, INC. FENBO HOLDINGS LIMITED By: Name: Sxxxxxx X. Xxxxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSdivision of Benchmark Investments, LLC By: Name: Sxx Xxxxxxxxxx Title: EVmo, Inc. – Underwriting Agreement Supervisory Principal SCHEDULE 1 1-A Underwriter Total Number of Firm Shares 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 Firm Shares Lx Xxx Xxxxx TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount Public Offering Price per Option Share: $[●] Underwriting Non-accountable expense allowance Discount per Firm Share: $[●] Underwriting Discount per Option Share: $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] 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 Directors and Officers EXHIBIT A Form of Lock-Up Agreement Lock-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 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, EVMOChina SXT Pharmaceuticals, INC. Inc. By: Name: Sxxxxxx X. Xxxxxxx Xxxx Xxxx Title: Chief Executive Officer Confirmed and accepted as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 heretowritten: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSBoustead Securities, LLC By: Name: Xxxxx Xxxxx Title: EVmoChief Executive Officer CHINA SXT PHARMACEUTICALS, Inc. INC. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Placement Shares to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark InvestmentsPlaced Boustead Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Disclosure Package Number of Firm SharesPlacement Shares for Minimum Offering : [●•] Number of Option SharesPlacement Shares for Maximum Offering : [●•] Public Offering Price per Firm Share: $[●•] Underwriting Discount per Share: $[●•] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share (before expenses): $[●•] 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 Directors and Officers of the CompanyParties

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, EVMO, INC. EPSIUM ENTERPRISE LIMITED By: Name: 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, XX Xxxxxx LLC By: Name: Xxxxx X. Xxxxx Title: EVmo, Inc. – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares Securities to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, Firm Share XX Xxxxxx LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Additional Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] 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 Directors [●] SCHEDULE 4 List of Subsidiaries Epsium Enterprise Limited, a Hong Kong company Companhia de Comercio Xxx Limitada, a Macau company EXHIBIT A [Intentionally omitted from this Agreement] EXHIBIT B Form of Lock-Up Agreement [●], 2024 XX Xxxxxx LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Officers Gentlemen: The undersigned understands that XX Xxxxxx LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Epsium Enterprise Limited, a British Virgin Islands company (the “Company”), providing for the public offering (the “Public Offering”) of ordinary shares, par value $0.00002 per share (“Ordinary Shares”), of the Company.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [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 useach of the Underwriters and the Company. Please execute one signature page for each of the Company, the Representative and their respective counsel. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to authority set forth in an Agreement Among Underwriters, the form of which shall be made available to the Company upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, EVMOTAC ACQUISITION CORP. By: Name: Xxxxxxxx X. Xxxxx Title: Chief Executive Officer Accepted on the date first above written. WEDBUSH XXXXXX SECURITIES INC. XXXXXXXXXXX & CO INC. XXXXX XXXXXX & CO., INC. RAMIUS SECURITIES, LLC EARLYBIRDCAPITAL, INC. By: Name: Sxxxxxx X. Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedWEDBUSH XXXXXX SECURITIES INC., on behalf of itself for themselves and as the Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC underwriters set forth above. By: Name: Xxxx X. Xxxxxx Title: EVmo, Inc. – Underwriting Agreement Managing Director—Head of Investment Banking SCHEDULE 1 I TAC ACQUISITION CORP. 20,000,000 Units Underwriter Total Number of Firm Shares Units to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX XxxxxxWedbush Xxxxxx Securities Inc. [ ] Xxxxxxxxxxx & Co. Inc. [ ] Xxxxx Xxxxxx & Co., division of Benchmark InvestmentsInc. [ ] Ramius Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●[ ] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] 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 Directors and Officers of the CompanyEarlyBirdCapital, 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, EVMOSACKS PARENTE GOLF COMPANY, INC. By: Name: Sxxxxxx X. Xxxxxxx Txx Xxxxxxxx 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: EX XXXXXX, DIVISION OF THE BENCHMARK INVESTMENTSCOMPANY, LLC By: Name: Mxxxxxx Xxxxxx Title: EVmoManaging Director, Inc. Head of Equity Capital Markets SACKS PARENTE GOLF, INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of The Benchmark InvestmentsCompany, LLC . TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None. .] SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C Sch. 2-3 SCHEDULE 3 List of Lock-Up Parties Directors and Officers of the CompanyParties

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, EVMO, HONGLI GROUP INC. By: Name: Sxxxxxx X. Xxxxxxx 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: EX XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSdivision of Benchmark Investments, LLC By: Name: Title: EVmo, Hongli Group Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX XX Xxxxxx, division of Benchmark Investments, LLC [___] [___] TOTAL 5,500,000 825,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] 5,500,000 Number of Option Shares: [●] 825,000 Public Offering Price per Firm Share: $[●] Underwriting Discount Public Offering Price per Option Share: $[●] Underwriting Non-accountable expense allowance Discount per Firm Share: $[●] Underwriting Discount per Option Share: $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] 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 Directors and Officers of the CompanyParties

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, EVMOSHINECO, INC. By: Name: Sxxxxxx X. Xxxxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSBONWICK CAPITAL PARTNERS, LLC By: Name: Dxxxxx XxXxxxx Title: EVmoManaging Director By: Name: Rxxxxxx Xxxxxxxx Title: Partner, Head of Corporate Finance Shineco, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Placement Shares to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX XxxxxxPlaced Bonwick Capital Partners, division of Benchmark InvestmentsLLC. Network 1 Financial Securities, LLC Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Placement Shares: [●] Number of Option Shares: [●•] Public Offering Price per Firm Share: $[●•] Underwriting Discount per Share: $[●•] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share (before expenses): $[●•] 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 Directors and Officers EXHIBIT A Form of Representative’s Warrant Agreement 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 CompanyPurchase of [_____] 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, EVMO, FLEWBER GLOBAL INC. By: Name: Sxxxxxx X. Xxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, XX XXXXXX LLC By: Name: Xxxxxx Xxxxxxxxxxx Title: EVmo, Chief Operating Officer Flewber Global Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, XX Xxxxxx LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-B SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. S-2C 2-C SCHEDULE 3 List of Lock-Up Parties Directors and & Officers of the Company(9-Month Lock-Up)

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, EVMOGUARDION HEALTH SCIENCES, INC. By: Name: Sxxxxxx X. Xxxxxxx 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 mentionedwritten: MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: Executive Managing Director, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSInvestment Banking WALLACHBETH CAPITAL, LLC By: Name: Dxxxxx Xxxxx Title: EVmo, Inc. – Chief Compliance Officer Underwriting Agreement 38 SCHEDULE 1 Schedule of Underwriters Underwriter Total Number of Firm Closing Shares to be Purchased Total Number of 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 EX Xxxxxx, division Number of Benchmark InvestmentsOption Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Maxim Group LLC WallachBeth Capital, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 2 List of Lock-Up Parties Directors and Officers 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 the CompanyPre-Funded Warrant 41 EXHIBIT B Form of Traditional Warrant 42 EXHIBIT C Form of Representatives’ Warrant EXHIBIT D Form of Lock-Up Agreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect 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, EVMOStran & Company, INC. Inc. By: Name: Sxxxxxx X. Xxxxxxx 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: EX XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSdivision of Benchmark Investments, LLC By: Name: Title: EVmo, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased Number of Additional Option Shares Units to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX XX Xxxxxx, division of Benchmark Investments, LLC [●] [●] US Tiger Securities, Inc. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: [●__] Number of Option SharesUnits: [●__] Public Offering Price per Firm ShareUnit: $[●__] Public Offering Price per Option Unit: $[__] Underwriting Discount per ShareFirm Unit: $[●__] Underwriting Non-accountable expense allowance Discount per ShareOption Unit: $[●__] Proceeds to Company per Share Firm Unit (before expenses): $[●__] Proceeds to Company per Option Unit (before expenses): $[__] 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 Directors and Officers [____________] EXHIBIT A Form of Representative’s Warrant Agreement 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 [__] 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, EVMO, INCADVANCED INHALATION THERAPIES (AIT) LTD. By: Name: 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: EX XXXXXXJXXXXX XXXXXX & CO., DIVISION OF BENCHMARK INVESTMENTS, LLC LLC. By: Name: Exxx Xxxx Title: EVmo, Inc. Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased Number of Option Shares Securities to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX XxxxxxJxxxxx Xxxxxx & Co., division of Benchmark Investments, LLC LLC. TOTAL SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: [●•] Number of Option Units: [•] Number of Option Shares: [●•] Number of Option Warrants: [•] Public Offering Price per Firm ShareUnit: $[●•] Underwriting Discount per ShareUnit: $[●•] Underwriting Non-accountable expense allowance per ShareUnit: $[●•] Proceeds to Company per Share Unit (before expenses): $[●•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. [To Come] SCHEDULE 2-C Written Testing-the-Waters Communications [None. S-2C .] SCHEDULE 3 List of Lock-Up Parties Directors Mor Research Application Ltd. Dxxxx Xxxxxxxxx Yxxxxx Av-Gxx Xxxx Axxxxx Xxxx and Officers of the CompanyAxx 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, EVMO, INC. GARDEN STAGE LIMITED By: Name: 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSREVERE SECURITIES, LLC By: Name: Title: EVmo, Inc. Chief Executive Officer GARDEN STAGE LIMITED. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments[Revere Securities, LLC 2,000,000 TOTAL 2,000,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] 2,000,000 Public Offering Price per Firm Share: [$[●4.00] Underwriting Discount per Firm Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] $ Proceeds to Company per Firm Share (before expenses): $[●] $ 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 Directors and Officers of the CompanyLocked-up Parties Ordinary Shares Beneficially Owned Lock-Up Period 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 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, EVMO, ATHERONOVA INC. By: /s/ Name: Sxxxxxx X. 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC AEGIS CAPITAL CORP. By: Name: Title: EVmo, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares Securities to be Purchased Number of Option Shares Additional Securities to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX XxxxxxFirm Shares Firm Warrants Additional Shares Additional Warrants Aegis Capital Corp Mxxxxxxx Capital , division of Benchmark Investments, LLC TOTAL Inc. SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Firm Warrants: Number of Additional Shares: [●] Number of Additional Warrants: Public Offering Price per Firm Share: $[●] Underwriting Discount Public Offering Price per ShareWarrant: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] 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 Directors and Officers 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 Representative’s Warrant 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 CompanyPurchase of [_____] 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, EVMO, LQR HOUSE INC. By: Name: Sxxxxxx X. Xxxxxxx 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: EX XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSdivision of Benchmark Investments, LLC By: Name: Title: EVmo, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX XX Xxxxxx, division of Benchmark Investments, LLC TOTAL SCHEDULE 22 Reserved. 34 SCHEDULE 3-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount Public Offering Price per Option Share: $[●] Underwriting Non-accountable expense allowance Discount per Firm Share: $[●] Underwriting Discount per Option Share: $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] SCHEDULE 23-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 4 List of Lock-Up Parties Directors and Officers of the CompanyParties

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, EVMOHEALTHCARE TRIANGLE, INC. By: Name: Sxxxxxx X. Xxxxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSdivision of Benchmark Investments, LLC By: Name: Title: EVmoHEALTHCARE TRIANGLE, Inc. INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC TOTAL SCHEDULE 22 SCHEDULE 3-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount Public Offering Price per Option Share: $[●] Underwriting Non-accountable expense allowance Discount per Firm Share: $[●] Underwriting Discount per Option Share: $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] SCHEDULE 23-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 4 List of Lock-Up Parties Directors and Officers of the CompanyParties

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, EVMO, PYXIS TANKERS INC. By: Name: Sxxxxxx X. Xxxxxxx Valentios (“Xxxxx”) Xxxxxxxx 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: EX XXXXXXTHINKEQUITY, DIVISION OF BENCHMARK INVESTMENTSA Division of Fordham Financial Management, LLC Inc. By: Name: Xxxx Xxxx Title: EVmo, Head of Investment Banking Pyxis Tankers Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX XxxxxxNumber of Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Benchmark InvestmentsFordham Financial Management, LLC Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●•] Number of Firm Warrants: [•] Number of Option Shares: [●•] Number of Option Warrants: [•] Public Offering Price per Firm Shareone Share and [__] Warrants: $[●•] Underwriting Discount per ShareShare and [•] Warrant: $[●] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share and Warrant (before expenses): $[●•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C 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 Directors Valentios (“Xxxxx”) Xxxxxxxx Xxxxx X. Xxxxxxxx Xxxxxxxxxxxx Xxxxxx Xxxxx X. Xxx Xxxxx X. Xxxxxxxxx Xxxxxxxxx X. Xxxxxx EXHIBIT A Form of Underwriter’s Warrant Agreement EXHIBIT 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 Officers 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 C 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 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, EVMOWytec International, INC. Inc. By: Name: Sxxxxxx Xxxxxxx X. Xxxxxxx 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: EX XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSdivision of Benchmark Investments, LLC By: Name: Title: EVmo, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased Number of Additional Option Shares Units to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX XX Xxxxxx, division of Benchmark Investments, LLC [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: [●__] Number of Option SharesUnits: [●__] Public Offering Price per Firm ShareUnit: $[●__] Public Offering Price per Option Unit: $[__] Underwriting Discount per ShareFirm Unit: $[●__] Underwriting Non-accountable expense allowance Discount per ShareOption Unit: $[●__] Proceeds to Company per Share Firm Unit (before expenses): $[●__] Proceeds to Company per Option Unit (before expenses): $[__] 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 Directors and Officers [____________] EXHIBIT A Form of Representative’s Warrant Agreement 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 CompanyPurchase of [●] 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, EVMOHEPION PHARMACEUTICALS, INC. By: /s/ Rxxxxx Xxxxxx Name: Sxxxxxx X. Xxxxxxx Rxxxxx Xxxxxx 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 named on Schedule 1 hereto: EX XXXXXXTHINKEQUITY A Division of Fordham Financial Management, DIVISION OF BENCHMARK INVESTMENTS, LLC Inc. By: /s/ Priyanka Mahajan Name: Priyanka Mahajan Title: EVmoManaging Director [Signature Page] Hepion Pharmaceuticals, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX XxxxxxThinkEquity, a division of Benchmark InvestmentsFordham Financial Management, LLC Inc. 44,200,000 TOTAL 44,200,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] 44,200,000 Public Offering Price per Firm Share: $[●] 2.00 Underwriting Discount per Firm Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.135 Proceeds to Company per Firm Share (before expenses): $[●] 1.865 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Free Writing Prospectus, dated February 12, 2021 SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 List of Lock-Up Parties Directors Rxxxxx Xxxxxx Jxxx Xxxxx Gxxx X. Xxxxx Txxxxxx Xxxxx Txxxxx X. Xxxxx Jxxx Xxxxxxxxxx Axxxxx Xxxxx Pxxxxx Wijngaard Txxx X. Xxxxx, M.D. EXHIBIT A Form of Representative’s Warrant Agreement 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. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO AUGUST 15, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, AUGUST 15, 2026. WARRANT TO PURCHASE COMMON STOCK HEPION PHARMACEUTICALS, INC. Warrant Shares: __________ Initial Exercise Date: August 15, 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 Officers subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 15, 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 four and one half years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from HEPION PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share, of the CompanyCompany (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, EVMOMoving iMage Technologies, INC. Inc. By: Name: Sxxxxxx X. 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSBoustead Securities, LLC By: Name: Title: EVmo, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark InvestmentsBoustead Securities, LLC TOTAL 3,500,000 525,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] 3,500,000 Number of Option Shares: [●] 525,000 Public Offering Price per Firm Share: $[●] 3.00 Public Offering Price per Option Share: $3.00 Underwriting Discount per Firm Share: $[●] 0.27 Underwriting Non-accountable expense allowance Discount per Option Share: $[●] Proceeds to Company 0.27 Non-Accountable Expense Allowance per Share (before expenses): Firm Share: $[●] 0.06 Non-Accountable Expense Allowance per Option Share: $0.06 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 Directors and Officers of the CompanyProspectuses

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, EVMO, INC. AgiiPlus Inc. By: Name: Sxxxxxx X. Xxxxxxx Xxxx Xx Title: Chief Executive Officer and Chairman of the Board of Directors Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, Kingswood Capital Partners LLC By: Name: Title: EVmo, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, Kingswood Capital Partners LLC [___] [___] TOTAL [___] [___] SCHEDULE 2-A Pricing Information Number of Firm Shares: [●__] Number of Option Shares: [●__] Public Offering Price per Firm Share: $[●__] Public Offering Price per Option Share: $[__] Underwriting Discount per Firm Share: $[●__] Underwriting Non-accountable expense allowance Discount per Option Share: $[●__] Proceeds to Company per Firm Share (before expenses): $[●__] Proceeds to Company per Option Share (before expenses): $[__] 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 Directors and Officers of the CompanyExecutive Officers: Xxxx Xx Jing Xxx Xxxx Xx Xxxxxx Xxxx Xxx Xxx Xxxxxxx Xxx Xxxx Xxxx Yang Xxxx Xxxxxxx Ma 5% Shareholders: City Connected Communities Pte. Ltd.

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, EVMONORTHWEST BIOTHERAPEUTICS, INC. By: Name: Sxxxxxx Xxxxx X. Xxxxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC AEGIS CAPITAL CORP. By: Name: Title: EVmoNORTHWEST BIOTHERAPEUTICS, Inc. INC. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares 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 Aegis Capital Corp. TOTAL Sch.1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●•] Number of Option Shares: [●•] Public Offering Price per Firm Share: $[●•] Underwriting Discount per Share: $[●•] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share (before expenses): $[●•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None. SCHEDULE 2.] Sch.2-C Written Testing-the-Waters Communications None. S-2C 1 SCHEDULE 3 List of Lock-Up Parties Directors and Officers Sch.3-1 EXHIBIT A Form of Representative’s Warrant Agreement 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 CompanyPurchase of [_____] 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 us. Very truly yours, EVMOEYEGATE PHARMACEUTICALS, INC. By: Name: 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC AEGIS CAPITAL CORP. By: Name: Title: EVmoEyegate Pharmaceuticals, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark InvestmentsAegis Capital Corp. [●] [●] Chardan Capital Markets, LLC [●] [●] TOTAL [●] [●] Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] 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 Directors and Officers Sxxxxxx From Mxxxxxx Xxxxx Pxxx Xxxxxx Mxxxxx Xxxxxxxx Pxxxxxx Xxxx Txxxxx Xxxxxxx Txxxxx X. Xxxxxxx Bxxxxxx Xxxxxxx-Camine Mxxxxx Xxxxxx SCHEDULE A Warrants to purchase an aggregate of 68,001 shares of the Company’s Common Stock issued to Aegis Capital Corp. and Chardan Capital Markets, LLC, and their associated person, on February 19, 2015. EXHIBIT A Form of Lock-Up Agreement _____________, 2015 Aegis Capital Corp. As Representative of the Several Underwriters 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Eyegate Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Aegis Capital Corp. (“you” or “Representative”), as representative of the several underwriters (collectively, the “Underwriters”), to be named therein, and the other parties thereto (if any), relating to the proposed follow-on public offering (the “Offering”) of shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, and in light of the benefits that the Offering of the Common Stock will confer upon the undersigned in its capacity as an officer and/or a director of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on and including the date of this Agreement through and including the date that is the 90th day after the date of the final prospectus relating to the Offering (the “Lock-Up Period”), the undersigned will not, without the prior written consent of Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owed or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Common Stock 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 Common Stock, (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 Common Stock, 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 Common Stock. If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur 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 or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its stockholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its stockholders after the initial public offering date. The restrictions set forth 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, EVMOEastside Distilling, INC. Inc. By: Name: Sxxxxxx Gxxxxx X. Xxxxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSRXXX CAPITAL PARTNERS, LLC By: Name: Axxxx X. Xxxxxxxx Title: EVmo, Inc. – Underwriting Agreement Head of Equity Capital Markets AEGIS CAPITAL CORP. By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark InvestmentsRxxx Capital Partners, LLC Aegis Capital Corp. TOTAL SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: [●] 1,200,000 Number of Option Shares: [●] 180,000 Number of Option Warrants: 180,000 Public Offering Price per Firm ShareUnit: $[●____] Underwriting Discount per ShareFirm Unit: $[●____] Underwriting Non-accountable expense allowance per ShareFirm Unit: [$______] Allocated Offering Price per Warrant: [●$____] Underwriting Discount per Warrant: [$___] Proceeds to Company per Share Unit (including non-accountable expense but before expenses): [$[●___] 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 Directors EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement [●], 2017 Rxxx Capital Partners, LLC 800 Xxx Xxxxxxxx Xxxxxxx Xxxxx, XX 00000 and Officers 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 CompanyCompany (the “Shares”) and one warrant to purchase 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 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, EVMO, INCEMPEIRIA ACQUISITION CORP. By: Name: Sxxxxxx X. Xxxxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSwritten. CXXXX & COMPANY CAPITAL MARKETS, LLC By: Name: Title: EVmo, Inc. – Underwriting Agreement SCHEDULE 1 I EMPEIRIA ACQUISITION CORP. 10,000,000 Units Underwriter Total Number of Firm Shares Units to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark InvestmentsCXXXX & COMPANY SECURITIES, LLC TOTAL SCHEDULE 2-10,000,000 EXHIBIT A Pricing Information Number FORM OF TARGET BUSINESS LETTER EMPEIRIA ACQUISITION CORP. Gentlemen: Reference is made to the Final Prospectus of Firm Shares: [●] Number Empeiria Acquisition Corp. (the “Company”), dated ____________ , 2011 (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 Account, initially in an amount of Option Shares: [●] at least $101,000,000 for the benefit of the Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] 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 Directors Stockholders and Officers 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 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 made to the Final Prospectus of Empeiria Acquisition Corp. (the “Company”), dated ______________, 2011 (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 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 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 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 and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Vendor Authorized Signature of Vendor

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, EVMO, GEE GROUP INC. By: Name: Sxxxxxx Xxxxx X. Xxxxxxx 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: EX XXXXXXTHINKEQUITY A Division of Fordham Financial Management, DIVISION OF BENCHMARK INVESTMENTS, LLC Inc. By: Name: Xxxx Xxxx Title: EVmo, Inc. – Underwriting Agreement Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX XxxxxxThinkEquity, a division of Benchmark InvestmentsFordham Financial Management, LLC Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●•] Number of Option Shares: [●•] Public Offering Price per Firm Share: $[●•] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share (before expenses): $[●•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Issuer Free Writing Prospectus dated March 31, 2021 SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 List of Lock-Up Parties Directors and Officers of the Company3

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, EVMONANO NUCLEAR ENERGY, INC. By: /s/ Jxx Xxxxx Xx Name: Sxxxxxx X. Xxxxxxx 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 underwriters named on Schedule 1 hereto: EX XXXXXX, DIVISION OF THE BENCHMARK INVESTMENTSCOMPANY, LLC By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: EVmoManaging Director, Inc. Head of Equity Capital Markets NANO NUCLEAR ENERGY INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Option Shares Subject to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of The Benchmark InvestmentsCompany, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] 2,562,500 Public Offering Price per Firm Share: $[●] 4.00 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 7% Proceeds to Company per Share (before expenses): $[●] 3.72 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses NoneFree writing prospectus, filed with the Commission on April 4, 2024 and April 11, 2024, respectively. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 List of Lock-Up Parties Directors and Officers of the CompanyParties

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, EVMOBRIDGELINE DIGITAL, INC. By: __________________________ Name: 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: EX XXXXXXTHINKEQUITY, DIVISION OF BENCHMARK INVESTMENTSA Division of Fordham Financial Management, LLC Inc. By: Name: Exxx Xxxx Title: EVmo, Inc. – Underwriting Agreement Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxxby the Representative ThinkEquity, a division of Benchmark InvestmentsFordham Financial Management, LLC Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Nonnon-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] The Company shall be credited by an amount equal to 50% of the underwriting discount and non-accountable expense allowance at 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. SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C Free writing prospectus filed with the SEC on [ ], 2018 SCHEDULE 3 List of Lock-Up Parties Directors and Officers of the CompanySCHEDULE A Company 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, EVMONANO NUCLEAR ENERGY, INC. By: /s/ Jxx Xxxxx Xx Name: Sxxxxxx X. Xxxxxxx 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: EX XXXXXX, DIVISION OF THE BENCHMARK INVESTMENTSCOMPANY, LLC By: /s/ Jxxx X. Xxxxx III Name: Jxxx X. Xxxxx III Title: EVmo, Inc. Senior Managing Director NANO NUCLEAR ENERGY INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Closing Shares to be Purchased Number of Shares Subject to Closing Warrants Being Purchased Option Shares Shares Subject to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Warrants The Benchmark InvestmentsCompany, LLC 900,000 450,000 135,000 67,500 TOTAL SCHEDULE 2-A Pricing Information Number of Firm Closing Shares: [●] 900,000 Number of Option SharesClosing Warrants: [●] 900,000 Closing Warrants to purchase 450,000 shares of Common Stock Combined Public Offering Price per Firm ShareClosing Security: $[●] Underwriting Discount 20.00 Combined Purchase Price per ShareClosing Security: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 18.60 (or 93% of Combined Public Offering Price) Proceeds to Company per Share Closing Security (before discount and expenses): $[●] 18.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 List EXHIBIT A Form of Lock-Up Parties Directors and Officers Press 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-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, EVMO, INCNANO DIMENSION LTD. By: /s/ Xxxx Xxxxx Name: Sxxxxxx X. Xxxxxxx 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: EX XXXXXXTHINKEQUITY A Division of Fordham Financial Management, DIVISION OF BENCHMARK INVESTMENTS, LLC Inc. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: EVmo, Inc. – Underwriting Agreement Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxxby the Representative ThinkEquity, a division of Benchmark InvestmentsFordham Financial Management, LLC TOTAL Inc. 2,333,000 333,700 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] 2,333,000 Number of Option Shares: [●] 333,700 Public Offering Price per Firm ShareADS: $[●] 1.50 Underwriting Discount per ShareADS: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.105 Proceeds to Company per Share ADS (before expenses): $[●] 1.395 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 Directors Xxxx Xxxxxxx Xxxxx Xxxxxxx-Fried Xxxx Xxxx Xxxx Xxxxxxxxx Xxx Xxxxxx Xxxx Xxxxx Xxxx Xxxxxxx Xx. Xxxx Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement 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 Officers 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 the Underwriting Agreement (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, EVMODIGITAL BRANDS GROUP, INC. By: Name: Sxxxxxx X. 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: EX XXXXXXALEXANDER CAPITAL, DIVISION OF BENCHMARK INVESTMENTS, LLC L.P. By: Name: Jonxxxxx Xxxxxx Title: EVmoHead of Investment Banking DIGITAL BRANDS GROUP, Inc. INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX XxxxxxAlexander Capital, division of Benchmark InvestmentsL.P. Xxxxxx Xxcurities, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: Share $[●] Public Offering Price per Option Share $[●] Underwriting Discount per Share: Firm Share $[●] Underwriting Non-accountable expense allowance Discount per Option Share: $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses NoneNone EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE 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. SCHEDULE 2-C Written Testing-the-Waters Communications NoneTHIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 202[●]. S-2C SCHEDULE 3 List of Lock-Up Parties Directors and Officers of the CompanyVOID 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, EVMOBRICKTOWN RESTAURANT GROUP, INC. By: Name: Sxxxxxx X. Xxxxxxx X.X. Xxxx Xxxxxxxx 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: EX XXXXXXTHINKEQUITY A Division of Fordham Financial Management, DIVISION OF BENCHMARK INVESTMENTS, LLC Inc. By: Name: Xxxx Xxxx Title: EVmo, Inc. Head of Investment Banking [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX XxxxxxThinkEquity, division A Division of Benchmark InvestmentsFordham Financial Management, LLC Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●● ] Number of Option Shares: [●● ] Public Offering Price per Firm Share: $$ [●● ] Underwriting Discount per Share: $$ [●● ] Underwriting Non-accountable expense allowance per Share: $$ [●● ] Proceeds to Company per Share (before expenses): $$ [●● ] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None. .] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] EXHIBIT A Form of Representative’s Warrant Agreement 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. S-2C SCHEDULE 3 List 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 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 BRICKTOWN RESTAURANT GROUP, INC. Warrant Shares: _______ Initial Exercise Date: ______, 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 ____, 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 Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bricktown Restaurant Group, Inc., a Delaware corporation (the “Company”), up to ______ shares of Lock-Up Parties Directors and Officers Common Stock, par value $0.001 per share, of the CompanyCompany (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, EVMO, INC. PetroShare Corp. By: Name: 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC Noble Financial Capital Markets By: Name: Title: EVmo, Inc. PetroShare Corp. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares 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 21-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] 1.00 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.10 Proceeds to Company per Share (before expenses): $[●] 0.90 SCHEDULE 21-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 2 List of Lock-Up Parties Directors EXHIBIT A LOCK-UP LETTER AGREEMENT Noble Financial Capital Markets 000 Xxxxxx Xxxx, Xxxxx 000 Xxxx Xxxxx, XX 00000 Ladies and Officers Gentlemen: The undersigned understands that you (the "Underwriter") propose to enter into an Underwriting Agreement (the "Underwriting Agreement") providing for the purchase by the Underwriter of shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), and that the Underwriter proposes to reoffer the Shares to the public (the "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 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, EVMO, MOBILE GLOBAL ESPORTS INC. By: Name: Sxxxxxx X. Xxxxxxx Xxxxx Xxxxx Title: Chief Executive Officer 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: EX XXXXXXWESTPARK CAPITAL, DIVISION OF BENCHMARK INVESTMENTS, LLC INC. By: Name: Xxxxx Xxxxxxxxxx Title: EVmo, Inc. – Underwriting Agreement CEO MOBILE GLOBAL ESPORTS INC. - UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX XxxxxxWestPark Capital, division of Benchmark Investments, LLC Inc. TOTAL Sch. 1-1 Schedule -1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] Sch. 2-1 Schedule -2A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 Schedule -2B SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. S-2C 2-3 Schedule - 2C SCHEDULE 3 List of Lock-Up Parties Directors Sch. 2-4 Schedule -3 EXHIBIT A Form of Representative’s Warrant Agreement Ex. A-1 Form of Representative’s Warrant Agreement 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) _______________, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF _______________ OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK MOBILE GLOBAL ESPORTS, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2022 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and Officers subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2022 (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 years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mobile Global Esports, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share, of the CompanyCompany (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, EVMO, INCINSPIRA TECHNOLOGIES OXY B.H.N. LTD. By: Name: 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: EX XXXXXX, DIVISION OF THE BENCHMARK INVESTMENTSCOMPANY, LLC By: Name: Title: EVmo, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of The Benchmark InvestmentsCompany, LLC TOTAL _______ _______ National Securities Corporation _______ _______ Total: SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Firm Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $[●] 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 (including all affiliates of persons named below) Directors and Officers of the CompanyOfficers: Dagi Ben-Noon Xxx Xxxxx Xx. Xxx Xxxxxxxxxxxx Avi Xxxxxxx Xxxx. Xxxxx Xxxxxxxxxx

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, EVMONEOSTEM, INC. By: /s/ Xxxxx X. Xxxxx Name: Sxxxxxx Xxxxx X. Xxxxxxx Xxxxx, 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC AEGIS CAPITAL CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: EVmo, Inc. – Underwriting Agreement Head of Investment BankingSch. 1-1 SCHEDULE 1 Underwriter Total Number of Firm ofFirm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Allotment Underwriters’ Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC Aegis Capital Corp. 5,000,000 750,000 TOTAL 5,000,000 750,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] 5,000,000 Number of Option Shares: [●] 750,000 Public Offering Price per Firm Share: $[●] 7.00 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.49 Proceeds to Company per Share (before expenses): $[●] 6.51 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 Directors and Officers of the CompanyParties

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, EVMO, INC. CEL-SCI CORPORATION By: /s/ Xxxxx Xxxxxxx Name: Sxxxxxx Xxxxx X. Xxxxxxx Kersten 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, THINKEQUITY LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: EVmo, Inc. – Underwriting Agreement Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, ThinkEquity LLC 2,500,000 TOTAL 2,500,000 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] 2,500,000 Public Offering Price per Firm Share: $[●] 2.00 Underwriting Discount per Share: $[●] 0.14 Underwriting Nonnon-accountable expense allowance per Share: $[●] 0.00 Proceeds to Company per Share (before expenses): $[●] 1.86 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 Directors Name Position Xxxxx X. Kersten, Esq. Director, Chief Executive Officer and Officers Treasurer Xxxxxxxx X. Xxxxxxx Senior Vice President of Operations and Corporate Secretary Xxxx Xxxxx, Ph.D. Chief Scientific Officer Xxxxxx X. Xxxxxxxxx, Ph.D. Senior Vice President of Research, Cellular Immunology Xxxx Xxxxxxxx Senior Vice President of Regulatory Affairs Xxxxx X. Xxxxx, Ph.D. Director Xxxxx Xxxxxxxxxxx Director Xxxxxx Xxxxxx Director Xxxx Xxxxxxxx, Ph.D. Director EXHIBITB Form of Lock-Up Agreement [•], 2023 ThinkEquity LLC 00 Xxxxx Xxxxxx, 41st Fl New York, NY 10004 Ladies and Gentlemen: The undersigned understands that ThinkEquity LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with CEL-SCI Corporation, a Colorado corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the CompanyCompany (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, EVMO, INC. Linkage Global Inc By: Name: Sxxxxxx X. Xxxxxxx Xxxxxx Xx Title: Chief Executive Officer Officer, Director, and Chairman of the Board of Directors Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSdivision of Benchmark Investments, LLC By: Name: Xxx Xxxxxxxxxx Title: EVmo, Inc. – Underwriting Agreement Supervisory Principal SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX XX Xxxxxx, division of Benchmark Investments, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount Public Offering Price per Option Share: $[●] Underwriting Non-accountable expense allowance Discount per Firm Share: $[●] Underwriting Discount per Option Share: $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. 38 SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 List of Lock-Up Parties Locked-up Parties Lock-up Period Officers and Directors Xxxxxx Xx 180 days Xxxxx Xx 180 days Xxx Xxxxxxxxxxx 180 days H Xxxxx Xxxxxxx 180 days Xxxx Xxxx 180 days Xxx Xx (Xxxxx) 180 days Shareholders own 5% or more of shares Smart Bloom Global Limited 180 days Shareholders own less than 5% of shares Rosy Gold Investments Limited 180 days Talent Best Global Limited 180 days Glorious Global Investments Limited 180 days Horizon Century International Limited 180 days Sharp Creation Developments Limited 180 days Honour Global Group Limited 90 days Easy Rich Ventures Limited 90 days Top Edge Developments Limited 90 days Link Power Ventures Limited 90 days Lion Speed Enterprises Limited 90 days Wisdom Navigate Investments Limited 90 days SCHEDULE 4 Compensation for Tail Financings and Officers of M&A Transactions Capitalized terms used in this Schedule 4 (the Company“Schedule”) and not otherwise defined herein shall have the meanings assigned to such terms in an Underwriting Agreement to which this Schedule is 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 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, EVMOHARBOR CUSTOM DEVELOPMENT, INC. By: Name: Sxxxxxx X. Sxxxxxxx Xxxxxxx 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: EX XXXXXXThinkEquity A Division of Fordham Financial Management, DIVISION OF BENCHMARK INVESTMENTS, LLC Inc. By: Name: Exxx Xxxx Title: EVmo, Inc. Head of Investment Banking [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX XxxxxxThinkEquity, division a Division of Benchmark InvestmentsFordham Financial Management, LLC Inc.. [ ] [ ] TOTAL [ ] [ ] SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] 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 Directors Sxxxxxxx Xxxxxxx Rxxxxxx Xxxxxxxxx Axxxx Xxxxx Rxxx Xxxxxx Lxxxx Xxxxx Jxxxxx Xxxxxx Dxxxx Xxxx Kxxxxx Xxxxxxx Vxxx Xxxxxx W. Xxxxxx Hanover International, Inc. Mxxx Xxxxx Sxxxx Xxxxxxxx Jxxx Xxxxxx Dxxxx Xxxxxx Cxxxxxxxxxx Xxxxxxxx Nxxxxxx Xxxxxxx Lxxxx Xxxxxxx Mxxx Xxxxxxx Mxxxxxxx Xxxxxx Mxxxxxx Xxxxxxx Gxxx Xxxxx Wxxxxxx Xxxxxxxx Lxxx Xxxx Txx X’Xxxxxxxx Txxxxxxx Xxxxxxx Axxxxx Xxxxxxx Jxxxxxxx Xxxxxxxxx Sxxxx Xxxxxx Jxxx Xxxxxxxxxxx Sxxxx Xxxxxxxx Dxxx Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement 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 _____________, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, _________________, 2026. WARRANT TO PURCHASE COMMON STOCK HARBOR CUSTOM DEVELOPMENT, 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 Officers 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(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 Harbor Custom Development, Inc., a Washington corporation (the “Company”), up to ______ shares of Common Stock, no par value per share, of the CompanyCompany (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 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, EVMO, INC. Fxxxxx Corporation By: Name: Sxxxxxx X. Xxxxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSRevere Securities, LLC By: Name: Title: EVmo, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark InvestmentsRevere Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount Public Offering Price per Option Share: $[●] Underwriting Non-accountable expense allowance Discount per Firm Share: $[●] Proceeds to Company Underwriting Discount per Share (before expenses): Option Share: $[●] Non-accountable Expense Allowance per Firm Share: $[●] Non-accountable Expense Allowance per Option Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. [●] SCHEDULE 2-C Written Testing-the-Waters Communications NoneNone EXHIBIT A Representative’s 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. S-2C SCHEDULE 3 List 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 Parties Directors and Officers [●] Shares of the CompanyCommon 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, EVMODOCUMENT SECURITY SYSTEMS, INC. By: Name: Sxxxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC AEGIS CAPITAL CORP. By: Name: Title: EVmo, Inc. – Underwriting Agreement Rxxxxx X. Xxxx SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, 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 Option Additional Shares: [●] 4,350,000 Public Offering Price per Firm Share: $[●] 1.50 Underwriting Discount per Share: $[●] Underwriting 0.105 Non-accountable expense allowance per ShareAccountable Expense Allowance: $[●] 0.015 Proceeds to Company per Share (before expenses): $[●] 1.38 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 Directors List of officers and Officers 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 Lock-Up Agreement EXHIBIT B 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 us. Very truly yours, EVMOAMMO, INC. By: Name: Sxxxxxx Fxxx X. Xxxxxxx Title: Xxxxxxxxx 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: EX XXXXXXALEXANDER CAPITAL, DIVISION OF BENCHMARK INVESTMENTS, LLC L.P. By: Name: Title: EVmo, Inc. – Underwriting Agreement Jxxxxxxx Xxxxxx Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX XxxxxxAlexander Capital, division of Benchmark Investments, LLC L.P. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] 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 Directors & Officers: Stockholders: SCHEDULE 4 Subsidiaries and Officers Affiliates EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement [●], 2020 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/x Xxxxxxxxx Xxxxxxx, X.X. 10 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Ammo, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.001 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, EVMODIGITAL ALLY, INC. By: /s/ Sxxxxxx X. Xxxx Name: Sxxxxxx X. Xxxxxxx Xxxx 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 Underwriters named on Schedule 1 hereto: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC AEGIS CAPITAL CORP. By: Name: Title: EVmo/s/ Rxxxxx X. Xxxx Rxxxxx X. Xxxx, Inc. – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC TOTAL by the Representative Aegis Capital Corp. Total SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] Share: 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 Directors and Officers of the Company.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [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, EVMOKUBIENT, INC. By: Name: Sxxxxxx X. 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, MAXIM GROUP LLC By: NameCxxxxxxx X. Xxxxxx Executive Managing Director, Investment Banking JXXXXX XXXXXX & CO. LLC By: Title: EVmo, Inc. – Underwriting Agreement Sxxxxxx X. Xxxxx President SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark InvestmentsMaxim Group, LLC TOTAL Jxxxxx Xxxxxx & Co. LLC Totals SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Option Share: Underwriting Discount per Firm Share: $[●] Underwriting Non-accountable expense allowance Discount per Firm Share: $[●] Proceeds to Company per Firm Share (before expensesexpenses and credit): $[●] Proceeds to Company per Option Share (before expenses and credit): SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C None SCHEDULE 3 List of Lock-Up Parties Directors and Officers 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 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 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 C 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 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, EVMOEarlyworks Co., INC. Ltd. By: Name: Sxxxxxx X. Xxxxxxx Xxxxxxxxx Title: Representative Director 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: EX XXXXXXUS Tiger Securities, DIVISION OF BENCHMARK INVESTMENTS, LLC Inc. By: Name: Xxx Xxxxx Title: EVmo, Inc. – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX XxxxxxUS Tiger Securities, division of Benchmark Investments, LLC Inc. TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Option Share: [●] Underwriting Discount per Firm Share: $[●] Underwriting Non-accountable expense allowance Discount per Option Share: $[●] Proceeds to Company Non-Accountable Expense Allowance per Share (before expenses): $Firm Share: [●] Non-Accountable Expense Allowance per Option Share: [●] 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 Directors and Officers [ ] EXHIBIT A FORM OF REPRESENTATIVE’S WARRANTS THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF US TIGER SECURITIES, INC., EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). THIS PURCHASE WARRANT IS EXERCISABLE AFTER THE CLOSING DATE, VOID AFTER 5:00 P.M., EASTERN TIME, [●]. WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES For the Purchase of the Company[●] Shares of American Depositary Shares Representing [●] Ordinary shares EARLYWORKS CO., LTD.

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, EVMOPRESSURE BIOSCIENCES, INC. By: Name: Sxxxxxx Rxxxxxx X. Xxxxxxx Xxxxxxxxxx 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: EX XXXXXXJXXXXX XXXXXX & CO., DIVISION OF BENCHMARK INVESTMENTS, LLC LLC. By: Name: Exxx Xxxx Title: EVmo, Inc. – Underwriting Agreement Head of Investment Banking/Underwritings SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants Total Number of Option Shares to be Purchased if the Over- Allotment Total Number of Option is Fully Exercised EX Xxxxxx, division of Benchmark InvestmentsWarrants Jxxxxx Xxxxxx & Co., LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●•] Number of Firm Warrants [•] Number of Option Shares: [●•] Number of Option Warrants [•] Purchase Price per Option Warrant [•] Purchase Price per Option Share [•] Public Offering Price per Firm Share: $Security [●•] Underwriting Discount per ShareFirm Security: $[●•] Underwriting Non-accountable expense allowance per ShareFirm Security: $[●•] Proceeds to Company per Share Firm Security (before expenses): $[●•] 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 Directors Rxxxxxx X. Xxxxxxxxxx Jxxxxxx X. Xxxxxxxx Kxxxx X. Xxxxxxx Mxxxxxx X. Xxxxx Vxxx X. Xxxxxxxxx Exxxxx X. Xxxx Jxxxxx X. Xxxxxxx Xx. Nxxxxx X. Lxxxxxxx Xxxxxxxxx V. Xxxxxxx EXHIBIT A WARRANT TO PURCHASE COMMON STOCK PRESSURE BIOSCIENCES, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2018 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and Officers subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2018 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pressure BioSciences, Inc., a Massachusetts corporation (the “Company”), up to ______ shares of common stock, par value $0.01 per share (the “Common Stock”), of the CompanyCompany (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, EVMOTIMBERLINE RESOURCES, INC. By: /s/ Xxxxxx Xxxxx Name: Sxxxxxx X. Xxxxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC AEGIS CAPITAL CORP. By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: EVmo, Inc. – Underwriting Agreement Chief Compliance Officer SCHEDULE 1 I Underwriter Total Number of Firm Shares 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 Aegis Capital Corp. 5,000,000 TOTAL 5,000,000] SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] 5,000,000 Number of Option Shares: [●] 750,000 Public Offering Price per Firm Share: $[●] 0.20 Underwriting Discount per Share: $[●] 0.014 Underwriting Non-accountable expense allowance per Share: $[●] 0.002 Proceeds to Company per Share (before expenses): $[●] 0.186 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 Directors Name Position Xxxx Xxxxxxxx President and Officers Chief Executive Officer Xxxxxx Xxxxx Chief Financial Officer Xxxxx Xxxxxxx Chief Accounting Officer Xxxxxx Xxxxxxxxx Vice President - Exploration EXHIBIT A 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 B 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, EVMOKIPS BAY MEDICAL, INC. By: Name: Sxxxxxx X. Xxxxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC AEGIS CAPITAL CORP. By: Name: Title: EVmoKIPS BAY MEDICAL, Inc. INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC Aegis Capital Corp. — — TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●·] Number of Option Shares: [●·] Public Offering Price per Firm Share: $[●·] Underwriting Discount per Share: $[●·] Underwriting Non-accountable expense allowance per Share: $[●·] Proceeds to Company per Share (before expenses): $[●·] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C .] 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 Directors and Officers 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 Representative’s Warrant Agreement 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 CompanyPurchase of [ ] 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, EVMOXXXXXXX, INC. By: /s/ Xxxx Xxxxxxxx Name: Sxxxxxx X. Xxxxxxx Xxxx Xxxxxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC AEGIS CAPITAL CORP. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: EVmo, Inc. – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares 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 Aegis Capital Corp. 10,000,000 Total 10,000,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] 10,000,000 Public Offering Price per Firm Share: $[●] 1.4400 Underwriting Discount per Share: $[●] Underwriting 0.1008 Non-accountable expense allowance Expense Allowance per Share: $[●] 0.0144 Proceeds to Company per Share (before expensesafter deducting Underwriting Discount and Non-accountable Expense Allowance): $[●] 1.3248 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses NoneFiled with the Commission on January 28, 2021. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 List of Lock-Up Parties Officers and Directors Name Position Xxxxxxx X. Xxxxxxx President, Director and Officers Chief Executive Officer Xxxx Xxxxxxxx Chief Financial Officer Xxxxxxxx Xxxxx Chief Technology Officer Xxxxxx X. Xxxxx Director Xxxxx X. XxXxxxx Director Xxxxx X. Xxxxxx Director and Chairman EXHIBIT A Form of Lock-Up Agreement , 2021 Aegis Capital Corp. 000 Xxxxxxx 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 Aegis Capital Corp. (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxxxx, Inc., a Delaware corporation (the “Company”), providing for the 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 60 days 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. 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 during the Lock-Up Period; (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 or withholding 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, 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 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. 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 initial 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 February 2, 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 B 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, EVMODOCUMENT SECURITY SYSTEMS, INC. By: Name: Sxxxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC AEGIS CAPITAL CORP. By: Name: Vxxxxx Xxxxxxx Title: EVmo, Inc. – Underwriting Agreement Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC TOTAL Aegis Capital Corp. SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Additional Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] S-2A 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 Directors Fxxxx Xxxxxxx Jxxxx Xxxxx Txxx X. Xxxxx Hxxx Fxx Xxxxxxx Cxxx Xxxx Mxx Xxxx Jxxx Xxxxxxxx Sassuan Lxx Xxx Wai Lxxxxx Xx Jxxx Xxxxxx Wxx Xxxxx Wxxxxxx Xx Global BioMedical Pte Inc. EXHIBIT A Form of Lock-Up Agreement __________, 2021 Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00 xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Officers Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Document Security Systems Inc., a New York corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.02 per share (“Common Stock”), of the CompanyCompany (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, EVMOMUSCLE MAKER, INC. By: Name: Sxxxxxx Mxxxxxx X. Xxxxxxx Title: Xxxxx 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: EX XXXXXXALEXANDER CAPITAL, DIVISION OF BENCHMARK INVESTMENTS, LLC L.P. By: Name: Title: EVmo, Inc. – Underwriting Agreement Jxxxxxxx Xxxxxx Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX XxxxxxAlexander Capital, division of Benchmark Investments, LLC L.P. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] 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 Directors & Officers: Stockholders: SCHEDULE 4 Subsidiaries and Officers Affiliates EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) ALEXANDER CAPITAL, L.P. OR AN UNDERWRITER 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 UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●] [DATE THAT IS ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [●] [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the CompanyPurchase of [ ] Shares of Common Stock of MUSCLE MAKER, 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 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, EVMO, ENDRA Life Sciences INC. By: Name: Sxxxxxx X. Xxxxxxx Title: Xxxxxxxx Xxxxxxxx, 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC NEWBRIDGE SECURITIES CORPORATION By: Name: Xxxx X. Xxxxxxxx Title: EVmoSenior Managing Director, Head of Investment Banking and Capital Markets ENDRA Life Sciences Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares 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 21-A Pricing Information Number of Firm Shares: [●•] Number of Firm Warrants: [•] Number of Option Shares: [●•] Number of Option Warrants: [•] Public Offering Price per Firm Sharetwo (2) shares and accompanying Warrant: $[●•] Underwriting Discount per Sharetwo (2) shares and accompanying Warrant: $[●] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share two (2) shares and accompanying Warrant (before expenses): $[●•] SCHEDULE 21-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 Directors and Officers of the Company.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [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, EVMOAPPLIED UV, INC. By: Name: Sxxxxxx X. Xxxxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC above. AEGIS CAPITAL CORP. By: Name: Xxxxxx Xxxx Title: EVmo, 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 Option Shares Pre- funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division Purchase Price of Benchmark Investments, LLC TOTAL Pre-funded Warrants Underwriters Aegis Capital Corp. Total SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Pre-funded Warrants: [●] Number of Option Shares: [●] Number of Option Pre-funded Warrants: [●] Public Offering Purchase Price per Firm Share or Option Share: $[●] per share Underwriting Discount per Firm Share or Option Share: $[●] per share Underwriting 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 SharePre-funded Warrant or Option Pre-funded Warrant: $[●] Underwriting Non-accountable expense allowance per SharePre-funded Warrant or Option pre-Funded Warrant: $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C 30 SCHEDULE 3 List of Xxx Xxxx Xxx Xxxx’x spouse Xxxxxxx Xxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx X. Hack Xxxxxx Xxxxxxx Xxxxx Xxxxx EXHIBIT A Lock-Up Parties Directors and Officers Agreement June [●], 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, EVMOBALLANTYNE STRONG, INC. By: /s/ Txxx X. Major Name: Sxxxxxx Txxx X. Xxxxxxx 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: EX XXXXXXTHINKEQUITY A Division of Fordham Financial Management, DIVISION OF BENCHMARK INVESTMENTS, LLC Inc. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: EVmo, Inc. – Underwriting Agreement Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX XxxxxxThinkEquity, a division of Benchmark InvestmentsFordham Financial Management, LLC TOTAL Inc. 3,290,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] 3,290,000 Public Offering Price per Firm Share: $[●] 2.30 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.161 Proceeds to Company per Share (before expenses): $[●] 2.139 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses NoneFree writing prospectus dated February 3, 2021. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Directors 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 Representative’s Warrant Agreement 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 Officers 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 Common Stock, par value $0.01 per share, of the CompanyCompany (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 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, EVMOChina SXT Pharmaceuticals, INC. Inc. By: Name: Sxxxxxx X. Xxxxxxx Fxxx Xxxx Title: Chief Executive Officer Confirmed and accepted as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 heretowritten: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSBoustead Securities, LLC By: Name: Kxxxx Xxxxx Title: EVmoChief Executive Officer CHINA SXT PHARMACEUTICALS, Inc. INC. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Placement Shares to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark InvestmentsPlaced Boustead Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Disclosure Package Number of Firm SharesPlacement Shares for Minimum Offering : [●•] Number of Option SharesPlacement Shares for Maximum Offering : [●•] Public Offering Price per Firm Share: $[●•] Underwriting Discount per Share: $[●•] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share (before expenses): $[●•] 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 Directors and Officers of the CompanyParties

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, EVMOOPEXA THERAPEUTICS, INC. By: Name: Sxxxxxx Xxxx X. Xxxxxxx Xxxxx Title: President & Chief Executive Officer Confirmed and accepted as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC AEGIS CAPITAL CORP. By: Name: Title: EVmo[SIGNATURE PAGE] Opexa Therapeutics, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC Aegis Capital Corp. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●•] Number of Option Shares: [●•] Public Offering Price per Firm Share: $[●•] Underwriting Discount per Share: $[●•] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share (before expenses): $[●•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C Company corporate presentation used for the Offering roadshow SCHEDULE 3 List of Lock-Up Parties Directors Xxxxxx and Officers Xxxxxxxx Xxxxx Foundation Alkek & Xxxxxxxx Ventures Ltd. DLD Family Investments, LLC Xxxxx Xxxxxxx Xxxx Xxxxxxx Xxx Xxxxxx Xxxxx X. Xxxxxx Xxxx X. Xxxxxxx Xxxxxxx Xxxxxxxxxxxxx Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxx Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxx Xxxx X. Xxxxx Sch. 3-1 EXHIBIT A Form of Lock-Up Agreement June 13, 2013 Aegis 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 Opexa Therapeutics, Inc., a Texas corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the CompanyCompany (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, EVMOTROVAGENE, INC. By: Name: Sxxxxxx X. Xxxxxxx Title: Chief Executive Officer Confirmed as of Accepted on the date first written above mentionedwritten. AEGIS CAPITAL CORP., on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC By: Name: Title: EVmoTROVAGENE, Inc. INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 I Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Aegis Capital Corp. Summer Street Research Partners Xxxxx Xxxxxx, division of Benchmark Investments, LLC Carret & Co. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●·] Number of Option Shares: [●·] Public Offering Price per Firm Share: $[●·] Underwriting Discount per Share: $[●·] Underwriting Non-accountable expense allowance per Share: $[●·] Proceeds to Company per Share (before expenses): $[●·] 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 Directors and Officers Xxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxx Xxxxxxxx Xxxxxxxx Xxxxxxx Xxxx Xxxxx Xxxx Xxxxxxxxxx Xxxxxxx Xxxxxxx R. Xxxxxxx Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement 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 PROSPECTUS]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS AFTER DATE OF PROSPECTUS]. COMMON STOCK PURCHASE WARRANT For the CompanyPurchase of [ ] Shares of Common Stock of Trovagene, 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, EVMO, INC. Foremost Lithium Resource & Technology Ltd. By: Name: Sxxxxxx X. Xxxxx Xxxxxxx Title: President and Chief Executive Officer 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, THINKEQUITY LLC By: Name: Title: EVmo, Inc. FRRSF – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●•] Number of Option Shares: [●•] Public Offering Price per Firm Share: $[●•] Underwriting Discount per Share: $[●•] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share (before expenses): $[●•] 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 Directors Sch. 3-1 Form of Representative’s Warrant Agreement 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 [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON SHARES Foremost Lithium Resource & Technology Ltd. Warrant Shares: _______ Initial Exercise Date: ______, 2023 THIS WARRANT TO PURCHASE COMMON SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and Officers subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 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 Foremost Lithium Resource & Technology Ltd., a British Columbia company (the “Company”), up to ______ common shares, no par value per share, of the CompanyCompany (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one common 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, EVMOSIDUS SPACE, INC. By: /s/ Cxxxx Xxxxx Name: Sxxxxxx X. Xxxxxxx Cxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, THINKEQUITY LLC By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: EVmo, Inc. Head of Investment Banking [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, ThinkEquity LLC 1,321,000 0 TOTAL 1,321,000 0 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] 1,321,000 Number of Option Shares: [●] 0 Public Offering Price per Firm Share: $[●] $6.00 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.42 Proceeds to Company per Share (before expenses): $[●] 5.58 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses NoneFree writing prospectus filed with the Commission on February 29, 2024. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 List of Lock-Up Parties Directors Bxxx Xxxxx EXHIBIT A Form of Representative’s Warrant Agreement 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 [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK SIDUS SPACE, 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 Officers 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 Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SIDUS SPACE, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share, of the CompanyCompany (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, EVMO, INC. Trio Petroleum Corp. By: Name: Sxxxxxx Fxxxx X. Xxxxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSSpartan Capital Securities, LLC By: Name: Jxxxx Xxxxxxx Title: EVmo, Inc. – Underwriting Agreement Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark InvestmentsSpartan Capital Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] 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 Directors 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 Representative’s Warrant Agreement EXHIBIT B Lock-Up Agreement ____________, 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 Officers 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, EVMOACURX PHARMACEUTICALS, INC. By: Name: Sxxxxxx X. Xxxxxxx 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: EX XXXXXXALEXANDER CAPITAL, DIVISION OF BENCHMARK INVESTMENTS, LLC L.P. By: Name: Title: EVmo, Inc. – Underwriting Agreement Jxxxxxxx Xxxxxx Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX XxxxxxAlexander Capital, division of Benchmark InvestmentsL.P. Network 1 Financial Securities, LLC Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] 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 Directors and Officers of the Company& 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

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, EVMODOCUMENT SECURITY SYSTEMS, INC. By: Name: Sxxxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC AEGIS CAPITAL CORP. By: Name: Rxxxxx Xxxx Title: EVmo, Inc. – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC TOTAL Aegis Capital Corp. 1,028,800 154,320 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] 1,028,800 Number of Option Additional Shares: [●] 154,320 Public Offering Price per Firm Share: $[●] 6.25 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.4375 Proceeds to Company per Share (before expenses): $[●] 5.8125 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C None SCHEDULE 3 List of Lock-Up Parties Directors List of officers and Officers directors executing lock-up agreements ● Heng Fai Axxxxxx Xxxx ● Fxxxx X. Xxxxxxx ● Jxxx Xxxxxxxx ● Sassuan Lxx ● Jxxx Xxxxxx ● Lo Wah Wai ● Wxxxxxx Xx ● Jxxxx Xxxxx EXHIBIT A Form of Lock-Up Agreement __________, 2020 Aegis 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 Document Security Systems Inc., a New York corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.02 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, the undersigned will not, during the period commencing on the date of the Underwriting Agreement and ending forty five (45) 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 Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the 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 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made during the Lock-Up Period in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the 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 16(a) of the Exchange Act shall be required or shall be voluntarily made during the Lock-Up Period; (f) the receipt by the undersigned from the Company of Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer or withholding of Shares or any securities convertible into 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, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report 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 Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) a transfer or disposition of Lock-Up Securities pursuant to an existing contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act (a “10b5-1 Plan”) or the establishment of a new 10b5-1 Plan for the transfer of Lock-Up Securities, provided that (i) any such new 10b5-1 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 new 10b5-1 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 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. 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 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. No provision in this lock-up agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeable for or convertible into Shares, as applicable; provided that the undersigned does not transfer the Shares acquired on such exercise, exchange or conversion 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 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 Lock-Up Securities within the Lock-Up Period) or a sale of 100% of the Company’s outstanding Shares. 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 31, 2020, 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, 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 B 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 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, EVMO, INC. Trio Petroleum Corp. By: Name: Sxxxxxx Fxxxx X. Xxxxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSSpartan Capital Securities, LLC By: Name: Jxxxx Xxxxxxx Title: EVmo, Inc. – Underwriting Agreement Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark InvestmentsSpartan Capital Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] 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 Directors 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 Representative’s Warrant Agreement 34 EXHIBIT B Lock-Up Agreement ____________, 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 Officers 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 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-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 Company and the CompanyRepresentative, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, EVMOCOMPANY: STAR FASHION CULTURE HOLDINGS LIMITED By: Name: Title: Date: REPRESENTATIVE: WESTPARK CAPITAL, INC. By: Name: Sxxxxxx X. Xxxxxxx 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 Date: SCHEDULE 1 Underwriters named on Schedule 1 hereto: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC By: Name: Title: EVmoWestPark Capital, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares 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 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] 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 Directors EXHIBIT A Agreement , 2024 WestPark Capital, Inc. 000 X. 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement Ladies and Officers Gentlemen: The undersigned understands that Westpark Capital, Inc. (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Star Fashion Culture Holdings Limited, a Cayman Islands company (the “Company”), providing for the initial public offering (the “Public Offering”) of Class A ordinary shares, par value $_____ per share, of the Company (the “Shares”). To induce the Underwriter to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, the undersigned will not, during the period commencing on the date hereof and ending on ______ (180 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, 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, now owned by the undersigned or any affiliate of the undersigned or with respect to which the undersigned or any affiliate of the undersigned has acquired the power of disposition; the shares of common stock owned by the undersigned are hereinafter referred to as 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 Lock-Up Securities, whether any such transaction is to be settled by delivery of shares of Lock-Up Securities, in cash or otherwise; (3) except as otherwise permissible under the Underwriting Agreement, make any demand for or exercise any right with respect to the registration of any Lock- Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Underwriter in connection with:

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, EVMOCHINA COMMERCIAL CREDIT, INC. By: _____________________________________________ Name: Sxxxxxx X. Xxxxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC By: Name: Title: EVmo, 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 Option Shares Firm Warrants to be Purchased if the Over- Allotment Option is Fully Exercised EX XxxxxxAxiom Capital Management, division of Benchmark InvestmentsInc. ViewTrade Securities, LLC TOTAL Inc. Newport Coast Securities SCHEDULE 2-A 4 Pricing Information Number of Firm Shares: [●•] Number of Option SharesFirm Warrants: [●•] Public Offering Price per Firm ShareShare (including accompanying Warrant): $[•] Number of Additional Shares: [•] Number of Additional Warrants: [•] Warrant Exercise Price: $[●•] Underwriting Discount per Share: $[●•] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share (before including accompanying Warrant)(before expenses): $[●•] SCHEDULE 2EXHIBIT A Form of Representative’s Warrant Reference is made to Exhibit 4.1 to the Registration Statement on Form S-1 filed on May 7, 2014 (File Number 333-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 List 193360) of Lock-Up Parties Directors and Officers of the CompanyChina 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, EVMOSHUTTLE PHARMACEUTICALS HOLDINGS, INC. By: Name: Sxxxxxx X. Xxxxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSBOUSTEAD SECURITIES, LLC By: Name: Kxxxx Xxxxx Title: EVmo, Inc. – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark InvestmentsBoustead Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] 2,500,000 Public Offering Price per Firm Share: $[●] _____ Underwriting Discount per Firm Share: $[●] Underwriting ____ Non-accountable expense allowance Accountable Expense Allowance per Firm Share: $[●] Proceeds to Company per Share (before expenses): $[●] ____ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 List 35 EXHIBIT A Form of Representative’s Warrant EXHIBIT B Forms of Lock-Up Parties Directors and Officers of the CompanyAgreements

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] [Counterpart Signature Page to Underwriting Agreement] 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, EVMO, INC. CBL INTERNATIONAL LIMITED By: Name: Sxxxxxx X. Xxxxxxx Title: Chief Executive Officer 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSPACIFIC CENTURY SECURITIES, LLC By: Name: Title: EVmo, Inc. CBL INTERNATIONAL LIMITED. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark InvestmentsPacific Century Securities, LLC [___] TOTAL [___] SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●__] Public Offering Price per Firm Share: $[●__] Underwriting Discount per Firm Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●__] Proceeds to Company per Firm Share (before expenses): $[●__] 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 Directors EXHIBIT A Form of Lock-Up Agreement Lock-Up Agreement [__, 2022] Pacific Century Securities, LLC Ladies and Officers Gentlemen: The undersigned understands that Pacific Century Securities, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with CBL International Limited, a Cayman Islands corporation (the “Company”), providing for the public offering (the “Public Offering”) of ordinary shares, par value $[ ] per share, of the CompanyCompany (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, EVMOAASTROM BIOSCIENCES, INC. By: Name: 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC LADENBURG XXXXXXXX & CO. INC. By: Name: Title: EVmoAASTROM BIOSCIENCES, Inc. – Underwriting Agreement INC. — UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Over-allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, Ladenburg Xxxxxxxx & Co. Inc. Trout Capital LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Shareshare: $[●] $ Underwriting Discount per Shareshare: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] $ 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 Directors Xxxxxxxx X. Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxx X. Xxxxx Xxxx X. Xxxxxx Xxxxxx X. Xxxx Xxxxx Xxxxx Xxxxxx X. Xxxxxxx SCHEDULE 4 [To be provided] Exhibit A Form of Xxxx-Xx Xxxxxxxxx , 0000 Xxxxxxxxx Xxxxxxxx & Co. Inc. 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representative of the Several Underwriters Re: Public Offering of Aastrom Biosciences, Inc. Ladies and Officers Gentlemen: The undersigned, an officer, director or holder of common stock, no par value (“Common Stock”), or rights to acquire Common Stock, of Aastrom Biosciences, Inc. (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 shares of Common Stock of the Company (the “Securities”) pursuant to a registration statement on Form S-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 ninety (90) days (the “Lock-Up Period”) after the date of the final prospectus relating to the Offering (the “Prospectus”), directly or indirectly: (1) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock owned either of record or beneficially or may be deemed to be beneficially owned (as defined in the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Exchange Act”)) by the undersigned on the date hereof or hereafter acquired or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) publicly announce an intention to do any of the foregoing. The restrictions in the immediately preceding paragraph shall not apply to:

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, EVMO, INCINSPIRA TECHNOLOGIES OXY B.H.N. LTD. By: Name: 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC AEGIS CAPITAL CORP. By: Name: Title: EVmo, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, 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 Firm Units t Number of Option SharesShares and/or Option Pre-funded Warrants: [●] t Number of Option Warrants: t Public Offering Price per Firm Unit: $ t Public Offering Price per Pre-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 Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Firm Unit: $ t Underwriting Discount per Pre-funded Firm Unit: $ t Underwriting Discount per Option Share: $[●] $ t Underwriting Discount per Option Pre-funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per ShareFirm Unit: $[●] Proceeds to Company per Share (before expenses): $[●] $ t SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. 34 SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 List of Lock-Up Parties Directors and Officers (including all affiliates of the Companypersons named below) 36

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, EVMOSUPER LEAGUE GAMING, INC. By: /s/ Axx Xxxx Name: Sxxxxxx X. Xxxxxxx Axx Xxxx Title: Chief Executive Officer CEO and President Confirmed as of the date first written above mentioned, on behalf of itself and : NATIONAL SECURITIES CORPORATION as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC By: /s/ Jxxxxxxx X. Xxxx Name: Jxxxxxxx X. Xxxx Title: EVmoExecutive Vice President Head of Investment Banking [Signature Page] SUPER LEAGUE GAMING, Inc. INC. – Underwriting Agreement SCHEDULE 1 1-A Underwriters Name of Underwriter Total Number of Firm Shares 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 National Securities Corporation 4,540,541 SCHEDULE 21-A B Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] 4,540,541 Public Offering Price per Firm Share: $[●] 1.85 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.1295 Proceeds to Company per Share (before expenses): $[●] 1.7205 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C 2 Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 List of Lock-Up Parties Directors and Officers of the CompanyParties

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, EVMONANO NUCLEAR ENERGY, INC. By: Name: Sxxxxxx X. Xxxxxxx 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: EX XXXXXX, DIVISION OF THE BENCHMARK INVESTMENTSCOMPANY, LLC By: Name: Mxxxxxx Xxxxxx Title: EVmoManaging Director, Inc. Head of Equity Capital Markets NANO NUCLEAR ENERGY INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Closing Shares to be Purchased Number of Shares Subject to Closing Warrants Being Purchased Option Shares to be Purchased if the Over- Allotment Shares Subject to Option is Fully Exercised EX Xxxxxx, division of Warrants Being Purchased The Benchmark InvestmentsCompany, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Closing Shares: [●_____] Number of Option SharesClosing Warrants: [●_____] Closing Warrants to purchase [______] shares of Common Stock Combined Public Offering Price per Firm ShareClosing Security: $[●____] Underwriting Discount Combined Purchase Price per ShareClosing Security: $[●____] Underwriting Non-accountable expense allowance per Share: $[●] (or 7% of Combined Public Offering Price) Proceeds to Company per Share Closing Security (before expenses): $[●____] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 List EXHIBIT A Form of Lock-Up Parties Directors and Officers Press 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-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, EVMO, LQR HOUSE INC. By: /s/ Xxxx Xxxxxxxxx Name: Sxxxxxx X. Xxxxxxx 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: EX XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSdivision of Benchmark Investments, LLC By: /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: EVmo, Inc. – Supervisory Principal [Signature Page to Underwriting Agreement Agreement] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX XX Xxxxxx, division of 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: [●] 1,000,000 Number of Option Shares: [●] 150,000 Public Offering Price per Firm Share: $[●] 5.00 Public Offering Price per Option Share: $5.00 Underwriting Discount per Firm Share: $[●] 0.4 Underwriting Non-accountable expense allowance Discount per Option Share: $[●] 0.4 Proceeds to Company per Firm Share (before expenses): $[●] 4.60 Proceeds to Company per Option Share (before expenses): $4.60 SCHEDULE 23-B Issuer General Use Free Writing Prospectuses None. Sch 3-B-1 SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 4 List of Lock-Up Parties Directors and Officers of the CompanyParties

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, EVMO, INC. By: Name: 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC Tantech Holdings Ltd. By: Name: Title: EVmo, Inc. – Underwriting Agreement The Selling Stockholder: Tanbsok Group Ltd. By: Name: Title: Accepted on the date first above written. Newbridge Securities Corporation By: Name: Title: SCHEDULE 1 Underwriters Underwriter Total Number of Firm Shares to be Purchased from the Company Newbridge Securities Corporation TOTAL SCHEDULE 2 Selling Stockholder Selling Stockholder Number of Option Firm Shares to be Purchased if Sold by the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC Selling Stockholder Tanbsok Group Ltd. 1,600,000 TOTAL 1,600,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B 3 Issuer General Use Free Writing Prospectuses None. None SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 List of 4 Lock-Up Parties Directors Yefang Zhang Zxxxxxx Xxxx Tanbsok Group Ltd. EXHIBIT A Lock-Up Agreement ___________ __, 20__ Newbridge Securities Corporation 1000 Xxxx Xxxxxxx Xxxxx Xxxx Xx. Xxxxxxxxxx, XX 00000 Ladies and Officers of the CompanyGentlemen:

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, EVMOBIORESTORATIVE THERAPIES, INC. By: Name: 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC AEGIS CAPITAL CORP. By: Name: Title: EVmo, Inc. [COMPANY] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Option Firm Warrants to be Purchased Number of Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division Number of Benchmark Investments, LLC Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●•] Number of Firm Warrants: [•] Number of Option Shares: [●•] Number of Option Warrants: [•] Public Offering Price per Firm Share (with accompanying Firm Warrant): $[•] Underwriting Discount per Firm Share: $[●] Underwriting Discount per Share: $[●•] Underwriting Non-accountable expense allowance per Firm Share: $[●•] Proceeds to Company per Firm Share (before expenses): $[●•] Public Offering Price per Option Share: $[•] Public Offering Price per Option Warrant: $0.01 Underwriting Discount per Option Share: $[•] Underwriting Discount per Option Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C Free writing prospectus filed with the Commission on [·], 2015 SCHEDULE 3 List of Lock-Up Parties Directors and Officers of the CompanyMxxx Xxxxxxx Exxxxx X. Field Fxxxxxxxx Xxxxx Mxxxx X. Cxxxx

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, EVMO, TIVIC HEALTH SYSTEMS INC. By: Name: Sxxxxxx X. Xxxxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, THINKEQUITY LLC By: Name: Title: EVmo, [Signature Page to Tivic Health Systems Inc. – Underwriting Agreement Agreement] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] 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 Directors and Officers Name of the CompanyBeneficial Owner

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, EVMOADIAL PHARMACEUTICALS, INC. By: Name: Sxxxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSXXXXXX XXXXXX & CO., LLC By: Name: Title: EVmo, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark InvestmentsXxxxxx Xxxxxx & Co., LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Additional Shares: [●] Public Offering Price per Firm Share: $[●] $ Underwriting Discount per Share: $[●] $ * Proceeds to Company per Share (before expenses and credit): $ Underwriting Nonnon-accountable expense allowance per Share: $ * The Company shall be credited by an amount equal to $[●] Proceeds to Company per Share (before expenses): $[●] at Closing; which shall reduce the aggregate Underwriting Discount. SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Free writing prospectus filed with the SEC on September 28, 2017 Free writing prospectus filed with the SEC on [●], 2017 SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C [●] SCHEDULE 3 List of Lock-Up Parties Directors and Officers [TO BE PROVIDED] EXHIBIT A Form of Representative’s Warrant Agreement Reference is made to Exhibit 4.2 to the Registration Statement on Form S-1 (File Number 333- 220368) of the Company, which is incorporated by reference. Exhibit A EXHIBIT B Lock-Up Agreement Exhibit B EXHIBIT C Form of Press Release Adial Pharmaceuticals, Inc. [Date] Adial Pharmaceuticals, Inc. (the “Company”) announced today that Xxxxxx Xxxxxx & Co., LLC, 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, 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. 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, EVMOHARBOR CUSTOM DEVELOPMENT, INC. By: Name: Sxxxxxx X. Sxxxxxxx Xxxxxxx 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: EX XXXXXXThinkEquity A Division of Fordham Financial Management, DIVISION OF BENCHMARK INVESTMENTS, LLC Inc. By: Name: Exxx Xxxx Title: EVmo, Inc. Head of Investment Banking [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX XxxxxxThinkEquity, division a Division of Benchmark InvestmentsFordham Financial Management, LLC Inc.. [ ] [ ] TOTAL [ ] [ ] Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None. .] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. S-2C 2-1 SCHEDULE 3 List of Lock-Up Parties Directors Sxxxxxxx Xxxxxxx Rxxxxxx Xxxxxxxxx Axxxx Xxxxx Rxxx Xxxxxx Lxxxx Xxxxx Jxxxxx Xxxxxx Dxxxx Xxxx Kxxxxx Xxxxxxx Vxxx Xxxxxx W. Xxxxxx Hanover International, Inc. Mxxx Xxxxx Sxxxx Xxxxxxxx Jxxx Xxxxxx Dxxxx Xxxxxx Cxxxxxxxxxx Xxxxxxxx Nxxxxxx Xxxxxxx Lxxxx Xxxxxxx Mxxx Xxxxxxx Mxxxxxxx Xxxxxx Mxxxxxx Xxxxxxx Gxxx Xxxxx Wxxxxxx Xxxxxxxx Lxxx Xxxx Txx X’Xxxxxxxx Txxxxxxx Xxxxxxx Axxxxx Xxxxxxx Jxxxxxxx Xxxxxxxxx Sxxxx Xxxxxx Jxxx Xxxxxxxxxxx Sxxxx Xxxxxxxx Dxxx Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement 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 _____________, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, _________________, 2026. WARRANT TO PURCHASE COMMON STOCK HARBOR CUSTOM DEVELOPMENT, 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 Officers 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(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 Harbor Custom Development, Inc., a Washington corporation (the “Company”), up to ______ shares of Common Stock, no par value per share, of the CompanyCompany (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, EVMOINHIBIKASE THERAPEUTICS, INC. By: Name: Sxxxxxx Xxxxxx X. Xxxxxxx 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: EX XXXXXXTHINKEQUITY, DIVISION OF BENCHMARK INVESTMENTSA Division of Fordham Financial Management, LLC Inc. By: Name: Title: EVmoSIGNATURE PAGE TO INHIBIKASE THERAPEUTICS, Inc. INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX XxxxxxThinkEquity, a division of Benchmark InvestmentsFordham Financial Management, Inc. [_____ ] [_____ ] JonesTrading Institutional Services LLC [_____ ] [_____ ] TOTAL [_____ ] [_____ ] SCHEDULE 2-A Pricing Information Number of Firm Shares: [●•] Number of Option Shares: [●•] Public Offering Price per Firm Share: $[●•] Underwriting Discount per Share: $[●•] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share (before expenses): $[●•] 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 Directors 44 EXHIBIT A 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 Officers 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 Press 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 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, EVMOSTRONG GLOBAL ENTERTAINMENT, INC. By: Name: Sxxxxxx X. Xxxxxxx Title: Chief Executive Officer BALLANTYNE STRONG, INC. By: Name: Title: STRONG/MDI SCREEN SYSTEMS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, THINKEQUITY LLC By: Name: Title: EVmo, Inc. [ISSUER] – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, ThinkEquity LLC . TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Number of Representative’s Warrants: [●] Firm Share Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None. .] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. S-2C 2-1 SCHEDULE 3 List of Lock-Up Parties Directors and Officers of the CompanyBallantyne Strong, Inc. Strong/MDI Screen Systems, Inc. Mxxx X. Xxxxxxxx Txxx X. Major Rxx X. Xxxxxxx

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, EVMOGUARDION HEALTH SCIENCES, INC. By: Name: Sxxxxxx X. Xxxxxxx 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 mentionedwritten: MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: Executive Managing Director, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSInvestment Banking WALLACHBETH CAPITAL, LLC By: Name: Dxxxxx Xxxxx Title: EVmo, Inc. – Chief Compliance Officer Underwriting Agreement SCHEDULE 1 Schedule of Underwriters Underwriter Total Number of Firm Closing Shares to be Purchased Total Number of 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 EX Xxxxxx, division Number of Benchmark InvestmentsOption Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Maxim Group LLC WallachBeth Capital, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 2 List of Lock-Up Parties Directors and Officers Mxxxxxx Xxxxxx Rxxxxx Xxxxxxxxxx Mxxx Xxxxxxxxx Dxxxx X. Xxxxx Dxxxxx X. Xxxxxxxx Jxxx Xxxxxxxx Vxxxxxx X. Xxxx EXHIBIT A Form of the CompanyPre-Funded Warrant 37 EXHIBIT B-1 Series A Form of Traditional Warrant 38 EXHIBIT B-2 Series B Form of Traditional Warrant 39 EXHIBIT C Form of Representatives’ Warrant 40 EXHIBIT D Form of Lock-Up Agreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, EVMODANAM HEALTH, INC. By: Name: Sxxxxxx X. Txx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, CRAFT CAPITAL MANAGEMENT LLC By: Name: Title: EVmo, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Craft Capital Management LLC EX Xxxxxx, division of Benchmark Investments, Xxxxxx LLC TOTAL Sch. 1- 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2- B SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. S-2C 2- C SCHEDULE 3 List of Lock-Up Parties Directors and & Officers of the CompanyPxxxxxxx Xxxxx Nxxxx Xxxxxxx Sxxxxxx Xxxxxx Bxxxx Xxxxxx Dxxxxx Xxxxxxxx Sxxxx Xxxxxxxx Sxxxx Xxxx 5% or Greater Stockholders

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, EVMOSTRONG GLOBAL ENTERTAINMENT, INC. By: Name: Sxxxxxx X. Xxxxxxx Title: Chief Executive Officer BALLANTYNE STRONG, INC. By: Name: Title: STRONG/MDI SCREEN SYSTEMS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, THINKEQUITY LLC By: Name: Title: EVmo, Inc. [ISSUER] – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, ThinkEquity LLC . TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Number of Representative’s Warrants: [●] Firm Share Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None. .] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. S-2C 2-1 SCHEDULE 3 List of Lock-Up Parties Directors and Officers of the CompanyBallantyne Strong, Inc. Strong/MDI Screen Systems, Inc. Mxxx X. Xxxxxxxx Txxx X. Xxxxx Rxx X. Xxxxxxx

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, EVMO, INC. Primech Holdings Ltd. By: Name: Sxxxxxx X. Xxxxxxx Title: Chief Executive Officer Confirmed as The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSwritten. Spartan Capital Securities, LLC By: Name: Title: EVmo, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark InvestmentsSpartan Capital Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount Public Offering Price per Option Share: $[●] Underwriting Non-accountable expense allowance Discount per Firm Share: $[●] Proceeds to Company Underwriting Discount per Share (before expenses): Option Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. [●] SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 List None EXHIBIT B Form of Lock-Up Parties Directors and Officers of the CompanyAgreement

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, EVMO, INC. Calibercos Inc. By: Name: Sxxxxxx Jxxx X. Xxxxxxx Xxxxxxxx, XX 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSRevere Securities, LLC By: Name: Title: EVmo, Inc. – Underwriting Agreement Spartan Capital Securities LLC By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark InvestmentsRevere Securities, LLC [*] [*] Spartan Capital Securities LLC [*] [*] TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [●*] Number of Option Shares: [●*] Public Offering Price per Firm Share: $[●*] Public Offering Price per Option Share: $[*] Underwriting Discount per Firm Share: $[●*] Underwriting Non-accountable expense allowance Discount per Option Share: $[●*] Proceeds to Company Non-Accountable Expense Allowance per Share (before expenses): Firm Share: $[●*] Non-Accountable Expense Allowance per Option Share: $[*] 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 Directors and Officers EXHIBIT A Form of the CompanyLock-Up Agreement 32 EXHIBIT B 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, EVMOMANHATTAN BRIDGE CAPITAL, INC. By: /s/ Assaf Ran Name: Sxxxxxx X. Xxxxxxx Assaf Ran 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC NATIONAL SECURITIES CORPORATION By: /s/ Jxxxxxxx Xxxx Name: Jxxxxxxx Xxxx Title: EVmo, Inc. EVP – Underwriting Agreement Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC TOTAL National Securities Corporation 1,428,572 214,286 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] 1,428,572 Number of Option Additional Shares: [●] 214,286 Public Offering Price per Firm Share: $[●] 7.00 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.49 Proceeds to Company per Share (before expenses): $[●] 9,300,003.72 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 Directors ● Assaf Ran ● Vxxxxxx Xxx ● Mxxxxxx Xxxxxxx ● Exxx Xxxxxxxxx ● Lxxxx Xxxxxxxx EXHIBIT A Form of Lock-Up Agreement July [●], 2018 National Securities Corporation 200 Xxxxx Xxxxxx, 25th Floor New York, New York 10281 Ladies and Officers Gentlemen: The undersigned understands that National Securities Corporation (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Manhattan Bridge Capital, Inc., a New York corporation (the “Company”), dated the date hereof, providing for the public offering (the “Public Offering”) of Common Shares, par value $0.001 per share, of the CompanyCompany (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 among 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, EVMOJupiter Wellness, INC. Inc. By: Name: Sxxxxxx Bxxxx X. Xxxxxxx Jxxx Title: Chief Executive Officer Name: Bxxxx X. Jxxx Rxxxxxx Xxxxxx Name: Rxxx Xxxxxxx Name: Dxxx XxXxxxxx Name: Gxxxx Xxxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC Aegis Capital Corp. By: Name: Rxxxxx Xxxx Title: EVmo, Inc. – Underwriting Agreement Chief Executive Officer SCHEDULE 1 1-A SCHEDULE OF UNDERWRITERS Underwriter Total Number of Firm Shares to be Purchased Total Number of Option Firm Pre-funded Warrants to be Purchased Total Number of Firm Company Warrants to be Purchased Number of Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division Number of Benchmark Investments, LLC Additional Company Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. [●] [●] [●] [●] [●] TOTAL [●] [●] [●] [●] [●] SCHEDULE 1-B SCHEDULE OF SELLING STOCKHOLDERS Name of Selling Stockholder Total Number of Selling Stockholder Firm Shares to be Sold Total Number of Selling Stockholder Option Shares to be Sold if the Over-Allotment Option is Fully Exercised Bxxxx X. Jxxx [●] [●] Rxxxxxx Xxxxxx [●] [●] Rxxx Xxxxxxx [●] [●] Dxxx XxXxxxxx [●] [●] Gxxxx Xxxxxx [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Company Offering Firm Shares: [●] Number of Firm Pre-funded Warrants: [●] Number of Selling Stockholder Firm Shares: [●] Number of Firm Company Warrants: [●] Number of Company Offering Option Shares: [●] Number of Selling Stockholder Option Shares: [●] Number of Option Company Warrants: [●] Public Offering Price per Firm ShareShare and Firm Company Warrant: $$ [●] Underwriting Discount per Share: $Firm Share and Firm Company Warrant (7% of public offering price of this combination): $ [●] Underwriting Non-accountable expense allowance per Share: $Firm Share and Firm Company Warrant (1.25% of public offering price of this combination): $ [●] Proceeds to Public Offering Price per Firm Pre-funded Warrant and Firm Company Warrant: $ [●] Underwriting Discount per Firm Pre-funded Warrant and Firm Company Warrant (7% of public offering price of this combination): $ [●] Underwriting Non-accountable expense allowance per Firm Pre-funded Warrant and Firm Company Warrant (1.25% of public offering price of this combination): $ [●] Exercise Price per Pre-funded Warrant: $ 0.01 Exercise Price per Company Warrant (100% of public offering price of one Firm Share and one Company Warrant): $ [●] Public Offering Price per Option Warrant: $ 0.001 Exercise Price per Representative’s Warrant (before expenses125% of public offering price of one Firm Share and one Company Warrant): $$ [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 List Lock-Up Parties 35 EXHIBIT A Form of Representative’s Warrant 36 EXHIBIT B Form of Lock-Up Parties Directors and Officers Agreement 37 EXHIBIT C Form of Press Release Jupiter Wellness, Inc. [Date] Jupiter Wellness, Inc. (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] Skillful Craftsman Education Technology Limited – Underwriting Agreement 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, EVMO, INC. Skillful Craftsman Education Technology Limited By: Name: 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSThe Benchmark Company, LLC By: Name: Title: EVmo, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number On behalf of Firm Shares to be Purchased Number each of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Underwriters The Benchmark InvestmentsCompany, LLC TOTAL [●] [●] Total: [●] [●] SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance (7% per Share: $[●] Proceeds to Company ; 5% per Share (before expenses): $[●] for investors introduced to the Underwriters by the Company) SCHEDULE 2-B I Issuer General Use Free Writing Prospectuses None. SCHEDULE 29 EXHIBIT A Form of Representative’s Warrant EXHIBIT B Lock-Up Agreement [•], 2020 The Benchmark Company 100 Xxxx 00xx Xx, 00xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that The Benchmark Company (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Skillful Craftsman Education Technology Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), providing for the public offering (the “Public Offering”) of a certain number of shares of the Company’s common stock, par value $0.0001 per share (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, the undersigned will not, during the period commencing on the date hereof and ending 365 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, any securities convertible into or exercisable or exchangeable for the 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-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 List Up Securities, whether any such transaction described in clause (1) above or this clause (2) is to be settled by delivery of Lock-Up Parties Directors and Officers Securities, in cash or otherwise; (3) make any written demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the Companyintention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [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, EVMO, INC. Foremost Lithium Resource & Technology Ltd. By: Name: Sxxxxxx X. Xxxxx Xxxxxxx Title: President and Chief Executive Officer 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, THINKEQUITY LLC By: Name: Title: EVmo, Inc. FRRSF – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm SharesCommon Units: [●] Number of Pre-funded Units: Number of Option Shares: Up to [●•] Number of Option Pre-Funded Warrants: Up to [•] Number of Option Warrants: Up to [•] Public Offering Price per Firm ShareCommon Unit: $[●•] Public Offering Price per Pre-funded Unit: $[•] Underwriting Discount per ShareCommon Unit: $[●•] Underwriting Discount per Pre-Funded Unit; $[•] Underwriting Non-accountable expense allowance per ShareCommon Unit: $[●•] Underwriting Non-accountable expense allowance per Pre-funded Unit: $[•] Proceeds to Company per Share Common Unit (before expenses): $[●•] Proceeds to Company per Pre-funded Unit (before expenses): $[•] 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 Directors Exhibit A Form of Pre-Funded Warrant Exhibit B Form of Representative’s Warrant Agreement 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 [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON SHARES Foremost Lithium Resource & Technology Ltd. Warrant Shares: _______ Initial Exercise Date: ______, 2023 THIS WARRANT TO PURCHASE COMMON SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and Officers subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 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 Foremost Lithium Resource & Technology Ltd., a British Columbia company (the “Company”), up to ______ common shares, no par value per share, of the CompanyCompany (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one common 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 usbelow. Very truly yours, EVMO, INC. Electrameccanica Vehicles Corp. By: Name: 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: EX XXXXXX, DIVISION OF THE BENCHMARK INVESTMENTSCOMPANY, LLC By: Name: Title: EVmo, Inc. [Signature Page] Electrameccanica Vehicles Corp. – 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 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 EX Xxxxxx, division of Benchmark Investments, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Units to be Purchased at 94.5% of the Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] Unit if the Over- Allotment Option is Fully Exercised The Benchmark Company, LLC ThinkEquity, a division of Fordham Financial Management, Inc. Cxxxxxx & Co., LLC Total SCHEDULE 2-B 2 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 Directors and Officers [TO COME] EXHIBIT A Form of the CompanyRepresentative’s Warrant Agreement [TO COME] EXHIBIT B Form of Lock-Up Agreement [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 Underwriters, 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, EVMO, INCT20 HOLDINGS LTD. By: Name: Sxxxxxx X. Jxxxx Xxxxxxx Xxxxxxxxxx Title: Chief Executive Officer President SELLING SHAREHOLDER Snowfields Wealth Management Limited By: Name: Gxxxxxxx Xxxxx Xxxxxxxx Title: Sole Shareholder 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSdivision of Benchmark Investments, LLC By: Name: Title: EVmo, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC [●] [●] TOTAL [●] [●] SCHEDULE 2-A 2 Selling Shareholder Total Number of Firm Shares to be Sold Number of Additional Option Shares to be Sold if the Over- Allotment Option is Fully Exercised Snowfields Wealth Management Limited [●] 0 TOTAL [●] 0 SCHEDULE 3 Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount Public Offering Price per Option Share: $[●] Underwriting Non-accountable expense allowance Discount per Firm Share: $[●] Underwriting Discount per Option Share: $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] SCHEDULE 23-B Issuer General Use Free Writing Prospectuses None. [LINK TO BE FILED TO BE INSERTED] SCHEDULE 23-C Written Testing-the-Waters Communications None. S-2C Communication [TO BE INSERTED] SCHEDULE 3 4 List of Lock-Up Parties Directors and Officers [TO INCLUDE OFFICERS, DIRECTORS AND 5% HOLDERS] Name [●] EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR THE UNDERLYING SECURITIES NOT WILL THE WARRANT OR UNDERLYING SECURITIES BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE ECONOMIC DISPOSITION OF THE WARRANT OR UNDERLYING SECURITIES 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, AFFILIATE OR ASSOCIATED PERSON 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]. ORDINARY SHARES PURCHASE WARRANT For the CompanyPurchase of [__________] Ordinary Shares of T20 Holdings Ltd.

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, EVMOHEAT BIOLOGICS, INC. By: Name: Sxxxxxx X. Xxxxxxx Jexxxxx 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC A.G.P./ALLIANCE GLOBAL PARTNERS By: Name: Thxxxx X. Xxxxxxx Title: EVmoManaging Director, Inc. – Underwriting Agreement Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Option Firm Warrants to be Purchased Number of Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division by the Representative Number of Benchmark Investments, Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative A.G.P./Alliance Global Partners Arcadia Securities Maxim Group LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●•] Number of Firm Warrants: [•] Number of Option Shares: [●•] Number of Option Warrants: [•] Public Offering Price per Firm Share: $[●•] Public Offering Price per Firm Warrant: [•] Firm Warrant Exercise Price: [•] Underwriting Discount per Firm Share: $[●•] Underwriting Non-accountable expense allowance Discount per ShareFirm Warrant: $[●•] Proceeds to Company per Firm Share (before expenses): $[●•] Proceeds to Company per Firm Warrant (before expenses): [•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE Sch. 2-C Written Testing-the-Waters Communications None. S-2C 2 SCHEDULE 3 List of Lock-Up Parties Directors Jexxxxx Xxxx Jexx Xxxxxxxx, Ph.D. Wixxxxx X. Xxxxxxxxx Joxx Xxxxxxx, Ph.D. Edxxxx X. Xxxxx, III Joxx X.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 EXHIBIT A Form of Lock-Up Agreement _________, 2019 A.G.P./Alliance Global Partners 590 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Officers 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 1 to the Underwriting Agreement (the “Underwriters”) of shares of common stock, par value $0.0002 per share, of the Company (the “Shares”) and warrants to purchase shares of common stock. 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 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, EVMO, INC. ALTA GLOBAL GROUP LIMITED By: Name: Sxxxxxx X. Nxxx Xxxxxxx Title: Chief Executive Officer Officer, Director By: Name: Vxxxxx Xxxxxx Title: 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, THINKEQUITY LLC By: Name: Title: EVmo, Inc. ALTA GLOBAL GROUP – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC ThinkEquity LLC. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] 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 Directors Nxxx Xxxxxxx Vxxxxx Xxxxxx Hxxx Xxxxxxxx Jxxxxxxx Xxxx Nxxxx Java [Additional stockholders/convertible holders to be added] EXHIBIT A Form of Representative’s Warrant Agreement 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 [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE ORDINARY SHARES ALTA GLOBAL GROUP LIMITED Warrant Shares: _______ Initial Exercise Date: ______, 2024 THIS WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, ThinkEquity LLC or its assigns (the “Holder”) is entitled, upon the terms and Officers 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 Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Alta Global Group Limited, an Australian public company limited by shares (the “Company”), up to ______ Ordinary Shares, without par value (the “Ordinary Shares”) of the CompanyCompany (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Ordinary Share 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 [ ], 2023 between the Company and ThinkEquity LLC, 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 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 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, EVMO, INC. By: Name: 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC APEX BIOVENTURES ACQUISITION CORPORATION By: Name: Title: EVmoAccepted on the date first above written CRT CAPITAL GROUP LLC By: Name: Xxxxxx Xxxxxxxxxxx Title: Managing Director SCHEDULE 2.17.4 [ List all Company directors, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number officers and beneficial owners of Firm Shares Company stock that have NASD affiliations ] EXHIBIT A FORM OF TRUST CLAIM WAIVER LETTER [Letterhead of prospective vendor or target business.] APEX Bioventures Acquisition Corporation 00 Xxxx Xxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: Reference is made to be Purchased Number the Prospectus of Option Shares to be Purchased if APEX Bioventures Acquisition Corporation (the Over- Allotment Option is Fully Exercised EX Xxxxxx“Company”), division of Benchmark Investmentsdated _____ , LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to 2006 (the “Prospectus”). We acknowledge that we have read the Prospectus and understand that the Company per Share (before expenses): $[●] 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 Directors and Officers has established a trust account for the benefit of the Company’s public stockholders at JPMorgan Chase Bank, NA, maintained by Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) and that the Company may disburse monies from the Trust Account only:

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, EVMOMODULAR MEDICAL, INC. By: Name: Sxxxxxx X. Xxxxxxx Title: Xxxxx Xxxxxx, 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC NEWBRIDGE SECURITIES CORPORATION By: Name: Xxxx X. Xxxxxxxx Title: EVmoSenior Managing Director Modular Medical, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares 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 21-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting NonSch. 1-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] A SCHEDULE 21-B Issuer General Use Free Writing Prospectuses None. Sch. 1-B-1 SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 2 List of Lock-Up Parties Directors Sch. 2-1 EXHIBIT A Form of Warrant (See attached.) EXHIBIT B Form of Lock-Up Agreement ________________, 2023 Newbridge Securities Corporation 0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000 Boca Raton, Florida 33432 Ladies and Officers Gentlemen: The undersigned understands that Newbridge Securities Corporation (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Modular Medical, Inc., a Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of Common Stock, par value $0.001 per share (the “Shares”), and warrants of the Company.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [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, EVMOMERIDIAN WASTE SOLUTIONS, INC. Date By: /s/ Name: Sxxxxxx X. Xxxxxxx Jxxxxxx 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: EX XXXXXXJXXXXX XXXXXX & CO., DIVISION OF BENCHMARK INVESTMENTS, LLC LLC. By: _______________________________________ Name: Exxx Xxxx Title: EVmoHead of Investment Banking/Underwritings MERIDIAN WASTE SOLUTIONS, Inc. INC. – Underwriting Agreement Agreemen SCHEDULE 1 Underwriter Total Number ofFirm Shares to bePurchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Number of Firm Shares Warrants to be Purchased Number of Option Shares Additional Warrants to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark InvestmentsJxxxxx Xxxxxx & Co., LLC - - - - TOTAL - - - - Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Firm Warrants: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Warrant exercise price: $[●] Public Offering Price per Firm ShareSecurity: $[●] Underwriting Discount per ShareSecurity: $[●] Proceeds to Company per Security (before non-accountable expense allowance and other expenses): $[●] Underwriting Non-accountable expense allowance per ShareSecurity: $[●] Proceeds to Company per Share (before expenses): $[●] 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 Directors ● Jxxxxx Xxxxxxx ● Cxxxxxx X. Xxxxxx ● CC2G Holdings, LLC ● Jxxxxxx Xxxxxx ● Txxxxx Xxxxx ● Jxxxxxx Xxxxx ● Jxxxx Xxxxxxxx ● Txxxxxx X. Xxxxx ● Gxxxxxx, Sxxxx & Co. ● Wxxxxx X. Xxxx ● Praesidian Capital Opportunity Fund III, LP ● Praesidian Capital Opportunity Fund III-A, LP ● Praesidian Capital Opportunity Management III, LLC ● Praesidian Capital Opportunity Management III-A, LLC ● The Rxxxx Family Trust ● [All holders of Series C Preferred Stock] EXHIBIT A Form of Lock-Up Agreement [●], 2016 Jxxxxx Xxxxxx & Co., LLC 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Officers Gentlemen: The undersigned understands that Jxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Meridian Waste Solutions, Inc., a New York corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.025 per share, of the CompanyCompany (the “Shares”) and warrants to purchase 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, EVMO, INCPHETON HOLDINGS LTD. By: Name: Sxxxxxx X. Xxxxxxx Xxxxx Title: Chief Executive Officer CEO/Chairman of the Board of 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: EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC CATHAY SECURITIES INC. By: Name: Title: EVmo, Inc. Chief Executive Officer PHETON HOLDINGS LTD. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares 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 Cathay Securities Inc. TOTAL 2,500,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●[ ] Public Offering Price per Firm Share: $[●] $ Underwriting Discount per Firm Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] $ Proceeds to Company per Firm Share (before expenses): $$ Number of Option Shares [●375,000] 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 Directors Xx. Xxxxx Xxxxxxx Xx. Xx Xxxxxx Xx. Xxxxx Xxxxxxx Xx. Xxxxxx X Ye Xx. Xxxxxxx Xxxx Xxxx Xxxx Mr. Xxxx Xxxx Xxx Xxx 5% or Greater Shareholders: ZJW (BVI) Ltd Theia Investment Holding (BVI) LTD Banyan (BVI) LTD Xxxxx Xxx Xxx Mighty (BVI) LTD EXHIBIT A Form of Lock-Up Agreement Lock-Up Agreement February [ ], 2024 Cathay Securities Inc. Ladies and Officers Gentlemen: The undersigned understands that Cathay Securities Inc. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Pheton Holdings Ltd., a Cayman Islands company (the “Company”), providing for the public offering (the “Public Offering”) of ordinary shares, par value $0.0001 per share, of the CompanyCompany (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, the undersigned will not, during the period commencing on the date hereof and ending one hundred and eighty (180) days from the date of this Offering (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, 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.

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, EVMO, INC. YULONG ECO-MATERIALS LIMITED By: Name: Sxxxxxx X. Xxxxxxx 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: EX XXXXXXAXIOM CAPITAL MANAGEMENT, DIVISION OF BENCHMARK INVESTMENTS, LLC INC. By: Name: Xxxx Xxxxxxx Title: EVmo, Inc. President Yulong Eco-Materials Limited – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX XxxxxxAxiom Capital Management, division of Benchmark InvestmentsInc. Xxxxxxx & Co., LLC Inc. TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●•] Number of Option Shares: [●•] Public Offering Price per Firm Share: $[●•] Underwriting Discount per Share: $[●•] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share (before expenses): $[●•] 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 Directors and Officers of the Company.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [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, EVMO, HONGLI GROUP INC. By: Name: Sxxxxxx X. Xxxxxxx 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: EX XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTSdivision of Benchmark Investments, LLC By: Name: Title: EVmo, Hongli Group Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX XX Xxxxxx, division of Benchmark Investments, LLC [___] [___] TOTAL 4,000,000 600,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] 4,000,000 Number of Option Shares: [●] 600,000 Public Offering Price per Firm Share: $[●] Underwriting Discount Public Offering Price per Option Share: $[●] Underwriting Non-accountable expense allowance Discount per Firm Share: $[●] Underwriting Discount per Option Share: $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] 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 Directors and Officers of the CompanyParties

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, EVMOOranco, INC. Inc. By: Name: Sxxxxxx X. Xxxxxxx Xxxx 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: EX XXXXXXUS Tiger Securities, DIVISION OF BENCHMARK INVESTMENTS, LLC Inc. By: Name: Xxx Xxxxx Title: EVmo, Inc. – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised EX XxxxxxUS Tiger Securities, division of Benchmark Investments, LLC Inc. TOTAL [● ] [● ] SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Option Share: [●] Underwriting Discount per Firm Share: $[●] Underwriting Non-accountable expense allowance Discount per Option Share: $[●] Proceeds to Company Non-Accountable Expense Allowance per Share (before expenses): $Firm Share: [●] Non-Accountable Expense Allowance per Option Share: [●] 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 Directors and Officers [ ] EXHIBIT A FORM OF REPRESENTATIVE’S WARRANTS THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF US TIGER SECURITIES, INC., EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). THIS PURCHASE WARRANT IS EXERCISABLE AFTER THE CLOSING DATE, VOID AFTER 5:00 P.M., EASTERN TIME, [●]. WARRANT TO PURCHASE SHARES OF COMMON STOCK For the Purchase of the Company[●] Shares of Common Stock ORANCO, 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, EVMO, BIOVIE INC. By: Name: Sxxxxxx Cxxxx X. Xxxxxxx Do 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: EX XXXXXXTHINKEQUITY A Division of Fordham Financial Management, DIVISION OF BENCHMARK INVESTMENTS, LLC Inc. By: Name: Priyanka Mahajan Title: EVmo, Managing Director [Signature Page] BioVie Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX XxxxxxThinkEquity, a division of Benchmark InvestmentsFordham Financial Management, LLC Inc. 2,500,000 TOTAL 2,500,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] 2,500,000 Public Offering Price per Firm Share: $[●] 8.00 Underwriting Discount per Firm Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.32 Proceeds to Company per Firm Share (before expenses): $[●] 7.68 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. S-2C Free Writing Prospectus, dated August 6, 2021 SCHEDULE 3 List of Lock-Up Parties Directors Cxxxx X. Do Jxxxxxxx Xxxxx Jxxxxx Xxxxx Xxx Pxxxxxxx Xxxxxxx, PhD Txxxxx Xxxxxx Rxxxxxx X. Xxxxxx Rxxxxx Xxxxxx, MD, PhD Jxxxx Xxxx Sxxxxxx Xxxxxx Mxxxxxx Xxxxxxx EXHIBIT A Lock-Up Agreement August __, 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 Officers 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 BioVie Inc., a Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of Class A common stock, par value $0.0001 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 six months 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. 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 Preliminary 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 or warrants 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 or pursuant to a “cashless” or “net exercise” by 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 Preliminary 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 (l) 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. If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this lock-up 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 such material news or material event, as applicable, unless the Representative waives, in writing, such extension. 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 initial 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 (as may have been extended pursuant to the previous paragraph) has expired. 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 August 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 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: