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, AGRIFORCE GROWING SYSTEMS, 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased Number of Additional Option Units to be Purchased if the Over-Allotment Option is Fully Exercised TOTAL SCHEDULE 2-A Pricing Information Number of Firm Units: Number of Option Units: Public Offering Price per Unit: Underwriting Discount per Unit: Proceeds to Company per Unit (before expenses): SCHEDULE 2-B Issuer General Use Free Writing Prospectuses

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMSSAMSARA VISION, LTDINC. 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: KINGSWOOD CAPITAL MARKETSTHINKEQUITY, division of Benchmark Investments, Inc. LLC By: Name: Title: [Signature PageSAMSARA VISION, INC.] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity,LLC. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Option UnitsShares: [•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Unit Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Lock-Up Agreement [•], 2021 ThinkEquity, LLC 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that ThinkEquity LLC (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Samsara Vision, Inc., a Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) of shares of 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 180 days, with respect to holders of 5% or more of the Company’s stock, and 240 days, with respect to the Company’s directors and officers, 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 Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Common Shares or any securities convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within 90 days after the date of the Underwriting Agreement, and after such 90th day, if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the conversion of the outstanding preferred stock of the Company into Common Shares, provided that such Common Shares remain subject to the terms of this agreement; (j) 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 (k) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the 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 34th day following the expiration of the Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period has expired. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by December 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: EXHIBIT C Form of Press Release [COMPANY] [Date] [COMPANY] (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 usbelow. Very truly yours, AGRIFORCE GROWING SYSTEMS, LTD. Acasti Pharma 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: KINGSWOOD CAPITAL MARKETSThe Benchmark Company, division of Benchmark Investments, Inc. LLC By: Name: Title: On behalf of each of the Underwriters [Signature PageSIGNATURE PAGE] AgriFORCE Growing Systems, Ltd. ACASTI PHARMA INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised TOTAL SCHEDULE 2-A Pricing Information Total Number of Firm Units: Warrants to be Purchased Number of Warrants to be Purchased if the Over-Allotment Option Units: Public Offering Price per Unit: Underwriting Discount per Unit: Proceeds to Company per Unit (before expenses): is Fully Exercised The Benchmark Company, LLC Xxxxxx Xxxxx Securities, Inc. Total SCHEDULE 2-B 2 Issuer General Use Free Writing ProspectusesProspectuses None. SCHEDULE 3 List of Lock-Up Parties [ ] EXHIBIT A Form of Representative’s Warrant Agreement Form of Underwriter’s Warrant Agreement THIS PURCHASE WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW. THIS PURCHASE WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, EXERCISED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE. 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) THE BENCHMARK COMPANY, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THE BENCHMARK COMPANY, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF ARE SUBJECT TO CERTAIN RESALE RESTRICTIONS IN CANADA PURSUANT TO THE PROVISIONS OF APPLICABLE CANADIAN SECURITIES LAWS AND CERTAIN RESTRICTIONS UPON TRANSFER PURSUANT TO THE TERMS HEREOF. UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT BEFORE [●], 2018. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [•], 2018. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 2022. COMMON SHARE PURCHASE WARRANT For the Purchase of [●] Common Shares of ACASTI PHARMA 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, AGRIFORCE GROWING SYSTEMSMANHATTAN BRIDGE CAPITAL, LTDINC. By: Name: Title: Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised TOTAL Aegis Capital Corp [l] [l] SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: Number of Option UnitsAdditional Shares: Public Offering Price per UnitShare: Underwriting Discount per UnitShare: Underwriting Non-accountable expense allowance per Share: Proceeds to Company per Unit Share (before other expenses): SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [l], 2014 SCHEDULE 3 List of Lock-Up Parties · Assaf Ran · Vxxxxxx Xxx · Mxxxxxx Xxxxxxx · Exxx Xxxxxxxxx · Mxxx Xxxxxxxx · Lxxxx Xxxxxxxx EXHIBIT A Form of Representative’s Warrant Agreement Reference is made to Exhibit 4.2 to the Registration Statement on Form S-11 (File Number 333-196167) of Manhattan Bridge Capital, Inc., which is incorporated by reference. Exhibit A EXHIBIT B Form of Lock-Up Agreement 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 Manhattan Bridge Capital, Inc., a New York corporation (the “Company”), providing for the public offering (the “Public Offering”) of Common Shares, 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, AGRIFORCE GROWING SYSTEMS, LTDSIX15 TECHNOLOGIES HOLDING CORP. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THINKEQUITY LLC By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. Six15 Technologies Holding Corp. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [·] Number of Option UnitsShares: [·] Public Offering Price per UnitFirm Share/Option Share: $[·] Underwriting Discount per UnitFirm Share/Option Share: $[·] Underwriting Non-accountable expense allowance per Firm Share: $[·] Proceeds to Company per Unit Firm Share/Option Share (before expenses): $[·] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Six15 TO UPDATE IF NECESSARY Officers and Directors Xxxxxxx Xxxx President, Chief Executive Officer and Director (Principal Executive Officer) Xxxxxx Xxxx Chief Financial Officer (Principal Financial and Accounting Officer) Xxxxx Xxxxx Director Xxxxxxx Xxxxxxx Director Xxxxxx X. XxxxxxXxxx Director Stockholders Tuckerman IV TDG, Inc. EXHIBIT A Form of Representative’s Warrant EXHIBIT B Lock-Up Agreement [·], 2023 ThinkEquity LLC 00 Xxxxx Xxxxxx, 41st Floor New York, NY 10004 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that ThinkEquity LLC (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Six15 Technologies Holding Corp., a Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) of shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”). 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 [twelve (12)] [six (6)]1 months after the date of the Closing Date of 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 of Common Stock or any securities convertible into or exercisable or exchangeable for Shares of 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 (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 Shares of Common Stock upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Shares of Common Stock 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 Shares of Common Stock or any securities convertible into Shares of Common Stock 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 the Lock-Up Period, and after the Lock-Up Period, 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 of Common Stock 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 Shares of Common Stock 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 Shares of Common Stock 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. 1 The Lock-Up Period is twelve (12) months from the Closing Date for the Company’s directors and officers and six (6) months from the Closing Date for the other stockholders of the Company. 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 [DATE], 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 of Common Stock to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name - Please Print) (Signature) (Name of Signatory, in the case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: EXHIBIT C Form of Press Release [COMPANY] [Date] Six15 Technologies Holding Corp. (the “Company”) announced today that ThinkEquity 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, AGRIFORCE GROWING SYSTEMSJAGUAR ANIMAL HEALTH, LTDINC. By: Name: Title: Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised TOTAL Aegis Capital Corp. [ ] [ ] Total: [ ] [ ] SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: Number of Option UnitsAdditional Shares: Public Offering Price per UnitShare: $ Underwriting Discount per UnitShare: $ Proceeds to Company per Unit Share (before expenses): $ SCHEDULE 2-B SCHEDULE 2-C Issuer General Use Free Writing ProspectusesProspectuses Free writing prospectus filed with the SEC on January 1, 2016 SCHEDULE 2-D Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Xxxx X. Xxxxx Xxxxxx X. Xxxx Xxxxx X. Xxxxxx Xxxxx X. Xxxxxxxxxx Jiahao Qui Xxx Xxxx Xxxxxxx X. Xxxxxxxx Xxxx X. Xxxxxxxx EXHIBIT A 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, AGRIFORCE GROWING SYSTEMS, LTDLONGEVERON INC. By: Name: Xxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. Longeveron Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number Kingswood Capital Markets, division of Additional Option Units to be Purchased if the Over-Allotment Option is Fully Exercised Benchmark Investments, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [●] Number of Option UnitsShares: [●] Public Offering Price per UnitFirm Shares: $[●] Public Offering Price per Option Share: $[●] Underwriting Discount per UnitFirm Shares: $[●] Underwriting Discount per Option Share: $[●] Proceeds to Company per Unit Firm Shares (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 3 List of Lock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMSMAIA Biotechnology, LTD. 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THINKEQUITY LLC By: Name: Title: [Signature PageISSUER] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity LLC . [•] [•] TOTAL [•] [•] SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Option UnitsShares: [•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Unit Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties [•] 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 COMMON STOCK MAIA BIOTECHNOLOGY, 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 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(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 MAIA Biotechnology, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AGRIFORCE GROWING SYSTEMSNEPHROGENEX, LTDINC. 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: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: [Signature Page] AgriFORCE Growing SystemsNephroGenex, Ltd. Inc.– Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares 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 UnitsShares: [•] Number of Option UnitsShares: [•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Proceeds to Company per Unit Share (before expenses): $[•] Underwriting Non-accountable expense allowance per Share: $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties 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 [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of NEPHROGENEX, 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, AGRIFORCE GROWING SYSTEMSAMMO, LTDINC. By: Name: Title: Fxxx X. 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: KINGSWOOD CAPITAL MARKETSALEXANDER CAPITAL, division of Benchmark Investments, Inc. L.P. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement Jxxxxxxx Xxxxxx Managing Director SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised Alexander Capital, L.P. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [●] Number of Option UnitsShares: [●] Public Offering Price per UnitShare: $[●] Underwriting Discount per UnitShare: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Unit Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesWritten Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Directors & Officers: Stockholders: SCHEDULE 4 Subsidiaries and 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, AGRIFORCE GROWING SYSTEMSHXXXXXX JXXXX LABORATORIES, LTDINC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSWALLACHBETH CAPITAL, division of Benchmark Investments, Inc. LLC By: NameDxxxxx Xxxxx Chief Compliance Officer NETWORK 1 FINANCIAL SECURITIES, INC. By: Title: Dxxxx Xxxxxxxxxx Managing Director [Signature PageSIGNATURE PAGE] AgriFORCE Growing SystemsHXXXXXX JXXXX LABORATORIES, Ltd. – Underwriting Agreement INC. UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Maximum Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised WallachBeth Capital, LLC Network 1 Financial Securities, Inc. Westpark Capital, Inc. ViewTrade Securities, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: Number of Option UnitsShares: Public Offering Price per UnitShare: $ Underwriting Discount per UnitShare: $ Underwriting Non-accountable expense allowance per Share: $ Proceeds to Company per Unit Share (before expenses): $ SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses Free Writing Prospectus, dated November 8, 2017 SCHEDULE 3 List of Lock-Up Parties Bxxxxxxx Xxxxxxxxxxx, M.D. Sxxxxx X. Xxxxxx Wxxxxxx X. Xxxxxx Mxxx X. Xxxxxxxx, M.D. Sxxxx Xxxxxxx Rxxxxx X. Xxxxxxxx Rxxxxx X. Xxxxx Sxxxxx Xxxxxxxx Biodyne Holding, S.X. Xxxxxxxx Ventures Ltd SCHEDULE 4 Subsidiaries and Affiliates Hxxxxxx Jxxxx Laboratories Vascular, Inc., a Delaware corporation EXHIBIT A Form of 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) [__________] 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 AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO____________ [1]. VOID AFTER 5:00 P.M., EASTERN TIME,_______________ [2]. COMMON STOCK PURCHASE WARRANT For the Purchase of ___________ Shares of Common Stock of HXXXXXX JXXXX LABORATORIES, 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, AGRIFORCE GROWING SYSTEMSEZFILL HOLDINGS, LTDINC. 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: KINGSWOOD CAPITAL MARKETS, division THINKEQUITY A Division of Benchmark InvestmentsFordham Financial Management, Inc. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. EZFILL– Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. . TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Option UnitsShares: [•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Unit Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-D Written Testing-the-Waters Communications [None.] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties The Fxxxxx Group, Inc SIF Energy LLC Jacob Sod Macmillan Holdings, Inc. Rensa LLC Jxxx Xxxxxx Mxxxxxx XxXxxxxxx Cxxxxx Xxxxxxxx Rxxxxxx Xxxx Axxxx Xxxxx Lxxx Xxxxx Sch. 3-2 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 [________________] [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 EZFILL HOLDINGS, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(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 EzFill Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AGRIFORCE GROWING SYSTEMS, FGI INDUSTRIES 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: KINGSWOOD CAPITAL MARKETSTHE BENCHMARK COMPANY, division of Benchmark Investments, Inc. LLC By: Name: Jxxx X. Xxxxx III Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement Senior Managing Director FGI INDUSTRIES LTD. - UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised The Benchmark Company, LLC [•] [•] Northland Securities, Inc. [•] [•] TOTAL [•] [•] Schedule 1 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Option UnitsShares: [•] Public Offering Price per UnitShare: $ [•] Underwriting Discount per UnitShare: $ [•] Proceeds to Company per Unit Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses and Written Testing-the-Waters Communications [•] Schedule 2 - B SCHEDULE 3 Lock-up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMS, LTD. BOXLIGHT CORPORATION By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Head of Investment Banking [Signature PageSIGNATURE PAGE] AgriFORCE Growing Systems, Ltd. BOXLIGHT CORPORATION – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares 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 UnitsShares: [●] Number of Option UnitsShares: [●] Public Offering Price per UnitShare: $[●] Underwriting Discount per UnitShare: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Unit Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Jxxxx Mxxx Xxxxxxx Hxxxx Xxxxx Sxxxx Xxxxxxx Mxxxxxx Xxxx Txxxxxx Xxx Rxxxx Xxxxxxxx Rxxxxxx Crew VertCapital Corp. Axxx Xxx K Laser Corp. Sch. 3-1 SCHEDULE 4 Subsidiaries and Affiliates Genesis Collaboration, LLC Boxlight Holdings Limited Everest Display, Inc. Globisens Ltd. Gxxxx Xxxx International Ltd. Boxlight LatinoAmerica, S.A. de C.V. Boxlight LatinoAmerica Servicios, S.A. de C.V Everest Technology Ltd. Sch. 4-1 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 [ ] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [ ] Shares of Common Stock of BOXLIGHT 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, AGRIFORCE GROWING SYSTEMSADIAL PHARMACEUTICALS, LTDINC. By: Name: Title: Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised TOTAL Aegis Capital Corp SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: Number of Option UnitsAdditional Shares: Public Offering Price per UnitShare: $ Underwriting Discount per UnitShare: $ * Proceeds to Company per Unit Share (before expensesexpenses and credit): $ Underwriting non-accountable expense allowance per Share: $ * The Company shall be credited $[●] at closing, which will reduce the aggregate Underwriting Discount SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses Free writing prospectus filed with the SEC on [●], 2017 SCHEDULE 2-C Written Testing-the-Waters Communications [●] SCHEDULE 3 List of Lock-Up Parties 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 Lock-Up Agreement Exhibit B EXHIBIT C Form of Press Release Adial Pharmaceuticals, Inc. [Date] Adial Pharmaceuticals, 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, 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, AGRIFORCE GROWING SYSTEMS, LTDVISION MARINE TECHNOLOGIES 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: KINGSWOOD CAPITAL MARKETS, division THINKEQUITY A Division of Benchmark InvestmentsFordham Financial Management, Inc. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. VMAR – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. . TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Option UnitsShares: [•] Public Offering Price per UnitShare: US$[•] Underwriting Discount per UnitShare: US$[•] Underwriting Non-accountable expense allowance per Share: US$[•] Proceeds to Company per Unit Share (before expenses): US$[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Axxxxxxxx Xxxxxxx Pxxxxxx Xxxxx Kxxxxxx Xxxxxxx Rxxxxx Xxxxxx Mxxxxx Xxxxx Rxxxxx Xxxxxxxx Sxxxx X. Xxxxxxxxxxx Lxxxx Xxxxxxxxxx 9134-0489 Quebec Inc. KPAC Holding Ltd. Société de Placements Rxxxxx Xxxxxx Inc. Gestion Toyma Inc Immobilier R. Xxxxxx Inc. 9000-0000 Xxxxxx Inc. Jxxxx Xxxxxxxx [Other shareholders 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, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON SHARES VISION MARINE TECHNOLOGIES INC. Warrant Shares: _______ Initial Exercise Date: ______, 2020 THIS WARRANT TO PURCHASE COMMON SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 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 Vision Marine Technologies Inc. (d/b/a Canadian Electric Boat Company), a corporation formed under the laws of Québec, Canada (the “Company”), up to ______ common shares, no par value, of the Company (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, AGRIFORCE GROWING SYSTEMSPROFESSIONAL DIVERSITY NETWORK, LTDINC. 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: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: [Signature PageCOMPANY] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Option UnitsShares: [•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Accountable expense allowance per Share: $[•] Proceeds to Company per Unit Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 3 List of Lock-Up Parties Xxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx Family Trust 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 Purchase of [ ] Shares of Common Stock of [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, AGRIFORCE GROWING SYSTEMSADVAXIS, LTDINC. By: Name: Title: Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Firm Warrants to be Purchased Number of Additional Warrants to be Purchased if Over- Allotment Option is Fully Exercised Aegis Capital Corp TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Option UnitsFirm Warrants: [•] Number of Additional Shares: [•] Number of Additional Warrants: [•] Warrant exercise price: [•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Unit Share (before expenses): $[•] Public Offering Price per Warrant: $[•] Underwriting Discount per Warrant: $[•] Underwriting Non-accountable expense allowance per Warrant: $[•] Proceeds to Company per Warrant (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses None SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant [Reference is made to Exhibit 4. [•] to the Registration Statement on Form S-1 (File Number 333-188637) of Advaxis, Inc., which is incorporated by reference.] Exhibit A-1 EXHIBIT B Form of Lock-Up Agreement Exhibit B-1 EXHIBIT C Form of Press Release Advaxis, Inc. [Date] Advaxis, 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 and warrants to purchase 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, AGRIFORCE GROWING SYSTEMSVALLON PHARMACEUTICALS, LTDINC. 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: KINGSWOOD CAPITAL MARKETS, division THINKEQUITY A Division of Benchmark InvestmentsFordham Financial Management, Inc. By: Name: Exxx Xxxx Title: [Signature Page] AgriFORCE Growing SystemsHead of Investment Banking Vallon Pharmaceuticals, Ltd. Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Option UnitsShares: [•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Unit Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties 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 [______], 20211. VOID AFTER 5:00 P.M., EASTERN TIME, [____], 20252. WARRANT TO PURCHASE COMMON STOCK VALLON PHARMACEUTICALS, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 20213 (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 commencement of sales of the offering (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vallon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). 1 Insert date that is 180 days from the effective date of the Offering. 2 Insert date that is five years from the effective date of the Offering. 3 Insert date that is 180 days from the effective date of 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 the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMSCOLLABRX, LTDINC. 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: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: [Signature PageCOMPANY] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Securities to be Purchased Number of Additional Option Units Securities 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 UnitsSecurities: [•] Number of shares of Common Stock underlying the Firm Securities: [•] Number of Warrants underlying the Firm Securities: [•] Number of Option UnitsSecurities: [•] Number of shares of Common Stock underlying the Option Securities: [•] Number of Warrants underlying the Option Securities: [•] Warrant exercise price: [•] Public Offering Price per UnitSecurity: $[•] Underwriting Discount per UnitSecurity: $[•] Underwriting Non-accountable expense allowance per Security: $[•] Proceeds to Company per Unit Security (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties 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 [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of COLLABRX, 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, AGRIFORCE GROWING SYSTEMS, LTD. Yoshiharu Global Co. 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: KINGSWOOD CAPITAL MARKETSEX XXXXXX, division of Benchmark Investments, Inc. LLC By: Name: Sxx Xxxxxxxxxx Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement Supervisory Principal SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased Number of Additional Option Units Shares and Option Warrants 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 Units: Number of Option UnitsShares: Number of Option Warrants: Public Offering Price per Firm Unit: Public Offering Price per Option Share and Option Warrant: Underwriting Discount per Firm Unit: Underwriting Discount per UnitOption Share and Option Warrant: Proceeds to Company per Firm Unit (before expenses): Proceeds to Company per Option Share and Option Warrant (before expenses): SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses None. SCHEDULE 3

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the 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, AGRIFORCE GROWING SYSTEMS, LTDGAMER PAKISTAN INC. By: Name: Xxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSWESTPARK CAPITAL, division of Benchmark Investments, Inc. INC. By: Name: [●] Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement CEO SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised WestPark Capital, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [●] Number of Option UnitsShares: [●] Public Offering Price per UnitShare: $ [●] Underwriting Discount per UnitShare: $ [●] Proceeds to Company per Unit Share (before expenses): $ [●] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses See attached. [To insert FWP that will be filed with the SEC. Latest version circulated by Xx via email on 08/08] Schedule - 2 B 33 SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule - 2 C SCHEDULE 3 List of Lock-Up Parties Xxxxx Xxxxx Xxxxxx Xxxx Xxxxx Xxxxxxxxxx Sunday Xxxxxx Xxxxxxx Xxxx Xxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxx Xxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxx EXHIBIT A Form of Representative's Warrant Agreement Ex. A-1 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (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 SHARES GAMER PAKISTAN INC. Warrant Shares: _______ Initial Exercise Date: ______, 2024 THIS WARRANT TO PURCHASE COMMON SHARES (the "Warrant") certifies that, for value received, _____________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 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 years following the Effective Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Gamer Pakistan Inc., a Delaware corporation (the "Company"), up to ______ Common Shares, no par value per share, of the Company (the "Warrant Shares"), as subject to adjustment hereunder. The purchase price of one share of Common Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [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, AGRIFORCE GROWING SYSTEMS, LTD. BOXLIGHT CORPORATION By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Head of Investment Banking [Signature PageSIGNATURE PAGE] AgriFORCE Growing Systems, Ltd. BOXLIGHT CORPORATION – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased Shares Total Number of Additional Firm Warrants Total Number of Option Units to be Purchased if the OverShares Total Number of Option Warrants Aegis Capital Corp Total Sch. 1-Allotment Option is Fully Exercised TOTAL 1 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [●] Number of Firm Warrants: [●] Number of Option UnitsShares: [●] Number of Option Warrants: [●] Purchase Price per Option Warrant: [●] Purchase Price per Option Share: [●] Public Offering Price per UnitFirm Security : $[●] Underwriting Discount per UnitFirm Security : $[●] Underwriting Non-accountable expense allowance per Firm Security : $[●] Proceeds to Company per Unit Firm Security (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Jxxxx Mxxx Xxxxxxx Hxxxx Xxxxx Sxxxx Xxxxxxx Mxxxxxx Xxxx Txxxxxx Xxx Rxxxx Xxxxxxxx Rxxxxxx Crew VertCapital Corp. Axxx Xxx K Laser Corp. Sch. 3-1 SCHEDULE 4 Subsidiaries and Affiliates Genesis Collaboration, LLC Boxlight Holdings Limited Everest Display, Inc. Globisens Ltd. Gxxxx Xxxx International Ltd. Boxlight LatinoAmerica, S.A. de C.V. Boxlight LatinoAmerica Servicios, S.A. de C.V Everest Technology Ltd. Sch. 4-1 EXHIBIT A BOXLIGHT CORPORATION WARRANT TO PURCHASE CLASS A COMMON STOCK Warrant No.: 2015-[_______] Number of Warrants: [_______] Date of Issuance: ________, 2015 (“Issuance Date”) Expiration Date: ________, 2018 (“Expiration Date”) Boxlight Corporation, a Nevada corporation (the “Company”), certifies that, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Class A Common Stock (including any Warrants to Purchase Class A Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof (the “Exercisability Date”), but not after 5:30 p.m., New York Time, on the Expiration Date, [__] fully paid and nonassessable shares of Class A Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMS, ALTAMIRA THERAPEUTICS 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THINKEQUITY LLC By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity LLC. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [●] Number of Option UnitsShares: [●] Public Offering Price per UnitShare: $[●] Underwriting Discount per UnitShare: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Unit Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Lock-Up Agreement [●], 2023 ThinkEquity LLC 00 Xxxxx Xxxxxx, 41st Floor New York, NY 10004 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that ThinkEquity LLC (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Altamira Therapeutics Ltd., an exempted company limited by shares incorporated in Bermuda (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value CHF 0.20 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 three 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 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 three (3) months after the date of the Underwriting Agreement, and after such three (3) month period, 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 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 Lock-Up Securities except in compliance with this lock-up agreement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AGRIFORCE GROWING SYSTEMSAZURRX BIOPHARMA, LTDINC. 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: KINGSWOOD CAPITAL MARKETSALEXANDER CAPITAL, division of Benchmark Investments, Inc. L.P. By: Name: Title: [Signature Page] AgriFORCE Growing SystemsXxxxxxxx Xxxxxx Managing Director – Head of Investment Banking AZURRX BIOPHARMA, Ltd. INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised Alexander Capital, L.P. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [●] Number of Option UnitsShares: [●] Public Offering Price per UnitShare: $[●] Underwriting Discount per UnitShare: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Unit Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties SCHEDULE 4 Subsidiaries and Affiliates EXHIBIT A EXHIBIT B Form of Lock-Up Agreement [●], 2015 Alexander Capital, L.P. 00 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Alexander Capital, L.P. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with AzurRx BioPharma, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.0001 per share, of the Company (the “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AGRIFORCE GROWING SYSTEMSGLOBEIMMUNE, LTDINC. 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: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: [Signature PageSIGNATURE PAGE] AgriFORCE Growing SystemsGLOBEIMMUNE, Ltd. – Underwriting Agreement INC. - UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [—] Number of Option UnitsShares: [—] Public Offering Price per UnitShare: $[—] Underwriting Discount per UnitShare: (for Firm Shares sold to existing Company stockholders): $[—] Underwriting Discount per Share (for all other Shares): $[—] Underwriting Non-accountable expense allowance per Share: $[—] Proceeds to Company per Unit Share (before expensesexpenses for Firm Shares sold to existing Company stockholders): $[—] Proceeds to Company per Share (before expenses for all other Shares): $[—] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties 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 [ ] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT RELATING TO THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT RELATING TO THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [ ] Shares of Common Stock of GLOBEIMMUNE, 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, AGRIFORCE GROWING SYSTEMSEMULATE THERAPEUTICS, LTDINC. 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: KINGSWOOD CAPITAL MARKETSEX XXXXXX, division of Benchmark Investments, Inc. LLC By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units 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 PRICING INFORMATION Number of Firm UnitsShares: [●] Number of Option UnitsShares: [●] Public Offering Price per UnitFirm Share: $[●] Public Offering Price per Option Share: $[●] Underwriting Discount per UnitFirm Share: $[●] Underwriting Discount per Option Share: $[●] Proceeds to Company per Unit Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesISSUER GENERAL USE FREE WRITING PROSPECTUSES None. SCHEDULE 3 LIST OF LOCK-UP PARTIES Officers and Directors Cxxxx X. Xxxxxx Sxxxxx Xxxx Kxxx X. Xxxxxx Bxxxxxx X. (Mxxx) Bxxxxxx Axxxxx Xxxxxxx Rxxxxxx Xxxxxxxxx Jxxx Xxxxxx Cxxxxxx X. XxXxxxxx 5% Holders The Butters Family Revocable Trust Nxxxx Xxxxxxxx Xxxxxxx M. Bxxxxxx Xxxx and Txxxxx 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) EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [__] Shares of Common Stock of EMULATE THERAPEUTICS, 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, AGRIFORCE GROWING SYSTEMS, LTD. Cerberus Cyber Sentinel Corporation By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSBoustead Securities, division of Benchmark Investments, Inc. LLC By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units to be Purchased if the Over-Allotment Option is Fully Exercised Boustead Securities, LLC [●] TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: Number of Option Units: _____________ Public Offering Price per UnitFirm Share: _____________ Underwriting Discount per UnitFirm Share: Proceeds to Company per Unit (before expenses): _____________ SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses FWP filed _______, _____ SCHEDULE 2-C Written Testing-the-Waters Communications EXHIBIT A Form of Representative’s Warrant 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, AGRIFORCE GROWING SYSTEMSTHARIMMUNE, LTDINC. 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THINKEQUITY LLC By: Name: Title: [Signature Page] AgriFORCE Growing SystemsTharimmune, Ltd. Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Total Number of Pre-Funded Warrants to be Purchased Number of Additional Option Units Shares and/or Option Pre-Funded Warrants to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity LLC . TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: Number of Firm Pre-Funded Warrants: Number of Option UnitsShares: Number of Option Pre-Funded Warrants: Public Offering Price per UnitShare: Public Offering Price per Pre-Funded Warrant: Underwriting Discount per UnitShare: Underwriting Discount per Pre-Funded Warrant: Underwriting Non-accountable expense allowance per Firm Share: Underwriting non-accountable expense allowance per Pre-Funded Warrant: Proceeds to Company per Unit Firm Share (before expensesexpenses and non-accountable expense allowance): Proceeds to Company per Pre-Funded Warrant (before expenses and non-accountable expense allowance): SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [__] SCHEDULE 2-C Written Testing-the-Waters Communications [__] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Rxxxx Xxxxx Lxxxxxx Xxxxx Sxxxxxx Xxxxxxxxxxx, PharmD Lxxxx Xxx, MD Txxxxx Xxxx Kxxxx Xxxxxxxx Highpoint Pharmaceuticals LLC Sch. 3-1 EXHIBIT A FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT THARIMMUNE, INC. Warrant Shares: _______ Issue Date: [_], 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tharimmune, Inc. (formerly Hillstream BioPharma, Inc.), a Delaware corporation (the “Company”), up to ______ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AGRIFORCE GROWING SYSTEMS, LTDSACHEM CAPITAL CORP. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSJXXXXX XXXXXX & CO., division of Benchmark Investments, Inc. LLC. By: Name: Exxx Xxxx Title: Head of Investment Banking/Underwritings [Signature PageISSUER] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised Jxxxxx Xxxxxx & Co., LLC. TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Option UnitsShares: [•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Unit Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Jxxx X. Xxxxxxx Jxxxxxx X. Xxxxxxx Lxxxxx Xxxxxxxx Axxxxx Xxxxxxxx Bxxxx Xxxxx Sachem Capital Partners, LLC 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 WARRANT SHARES (DEFINED BELOW) FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) JXXXXX XXXXXX & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED BELOW), OR (II) A BONA FIDE OFFICER OR PARTNER OF JXXXXX XXXXXX & CO., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON SHARES SACHEM CAPITAL CORP.] Warrant Shares: _______ Effective Date: ______, 201_ This Warrant to Purchase Common Shares (the “Warrant”) certifies that, for value received, _____________ or its permitted 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 ____, 201_ (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 Sachem Capital Corp., a New York corporation (the “Company”), up to ______ Common Shares, par value $0.001 per share, of Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of 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, AGRIFORCE GROWING SYSTEMSNUZEE, LTDINC. 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: KINGSWOOD CAPITAL MARKETSBENCHMARK COMPANY, division of Benchmark Investments, Inc. LLC By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised BENCHMARK COMPANY, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [] Number of Option UnitsShares: [] Public Offering Price per UnitFirm Share: [ ] Public Offering Price per Option Share: [] Underwriting Discount per UnitFirm Share: Proceeds to Company $[] Underwriting Discount per Unit (before expenses): Option Share: $[] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesWritten Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press Release EXHIBIT D Form of Opinion of Xxxxxxxxxx PC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMS, LTD. CEL-SCI CORPORATION By: Name: Xxxxx X. 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THINKEQUITY LLC By: Name: Xxxx Xxxx Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative ThinkEquity LLC 3,875,000 0 TOTAL 3,875,000 0 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: Number of Option Units: 3,875,000 Public Offering Price per UnitShare: $2.00 Underwriting Discount per UnitShare: $0.l4 Proceeds to Company per Unit Share (before expenses): $1.86 Number of Option Shares: 0 SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Name Position Xxxxx X. Kersten, Esq. Director, Chief Executive Officer and 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 EXHIBIT A Form of Lock-Up Agreement , 2024 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 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, AGRIFORCE GROWING SYSTEMS, LTDENDRA Life Sciences INC. By: Name: 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. NEWBRIDGE SECURITIES CORPORATION By: Name: Xxxx X. Xxxxxxxx Title: [Signature Page] AgriFORCE Growing SystemsSenior Managing Director, Ltd. Head of Investment Banking and Capital Markets ENDRA Life Sciences Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased Number of Additional Option Units to be Purchased if the Over-Allotment Option is Fully Exercised TOTAL SCHEDULE 21-A Pricing Information Number of Firm UnitsShares: [•] Number of Firm Warrants: [•] Number of Option UnitsShares: [•] Number of Option Warrants: [•] Public Offering Price per Unittwo (2) shares and accompanying Warrant: $[•] Underwriting Discount per Unittwo (2) shares and accompanying Warrant: $[•] Proceeds to Company per Unit two (2) shares and accompanying Warrant (before expenses): $[•] SCHEDULE 21-B Issuer General Use Free Writing ProspectusesProspectuses [None.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AGRIFORCE GROWING SYSTEMSPRESIDIO PROPERTY TRUST, LTDINC. 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: Name: Title: [Signature Page] AgriFORCE Growing SystemsPresidio Property Trust, Ltd. Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital Markets, division of Benchmark Investments, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Option UnitsShares: [•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Proceeds to Company per Unit Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [To be updated.] SCHEDULE 3 List of Lock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMS, LTDFLEWBER GLOBAL INC. By: Name: 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THINKEQUITY LLC By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [●] Number of Option UnitsShares: [●] Public Offering Price per UnitShare: $[●] Underwriting Discount per UnitShare: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Unit Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Directors & Officers (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, AGRIFORCE GROWING SYSTEMS, LTD. Ambow Education Holding 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: KINGSWOOD CAPITAL MARKETSThe Benchmark Company, division of Benchmark Investments, Inc. LLC By: Name: Title: [Signature Page] AgriFORCE Growing Systems, On behalf of each of the Underwriters Ambow Education Holding Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units ADSs to be Purchased Number of Additional Option Units ADSs to be Purchased if the Over-Allotment Option is Fully Exercised TOTAL The Benchmark Company, LLC Total SCHEDULE 2-A Pricing Information Number of Firm Units: Number of Option Units: Public Offering Price per Unit: Underwriting Discount per Unit: Proceeds to Company per Unit (before expenses): SCHEDULE 2-B 2 Issuer General Use Free Writing ProspectusesProspectuses None. SCHEDULE 3 List of Lock-Up Parties EXHIBIT B Form of Lock-Up Agreement ___________, 2018 The Benchmark Company, LLC 100 Xxxx 00xx Xx, 00xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that The Benchmark Company, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Ambow Education Holding Ltd., a Cayman Islands holding company (the “Company”), providing for the public offering (the “Public Offering”) of American Depositary Shares (“ADSs”), with each ADS representing the right to receive two Class A ordinary shares, par value US$0.003 per share (the “Ordinary Shares”, 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 usbelow. Very truly yours, AGRIFORCE GROWING SYSTEMS, LTD. Senmiao Technology Limited By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark InvestmentsViewTrade Securities, Inc. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. On behalf of each of the Underwriters Senmiao Technology Limited – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised TOTAL ViewTrade Securities, Inc. Total SCHEDULE 2-A Pricing Information Number of Firm Units: Number of Option Units: Public Offering Price per Unit: Underwriting Discount per Unit: Proceeds to Company per Unit (before expenses): SCHEDULE 2-B 2 Issuer General Use Free Writing ProspectusesProspectuses SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrants 30 EXHIBIT B 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, AGRIFORCE GROWING SYSTEMSHEAT BIOLOGICS, LTDINC. 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: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: [Signature Page] AgriFORCE Growing SystemsHEAT BIOLOGICS, Ltd. INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. Cantor Xxxxxxxxxx & Co. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Option UnitsShares: [•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Unit Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [ ] SCHEDULE 2-C] Written Testing-the-Waters Communications [ ]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMS, LTD. CBL INTERNATIONAL LIMITED By: Name: Title: 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: KINGSWOOD CAPITAL MARKETSPACIFIC CENTURY SECURITIES, division of Benchmark Investments, Inc. LLC By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. CBL INTERNATIONAL LIMITED. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units to be Purchased if the Over-Allotment Option is Fully Exercised Pacific Century Securities, LLC [___] TOTAL [___] SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: Number of Option Units: [__] Public Offering Price per UnitFirm Share: $[__] Underwriting Discount per UnitFirm Share: $[__] Proceeds to Company per Unit Firm Share (before expenses): $[__] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [__] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Lock-Up Agreement Lock-Up Agreement [__, 2022] Pacific Century Securities, LLC Ladies and 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 company (the “Company”), providing for the public offering (the “Public Offering”) of ordinary shares, par value $0.0001 per share, of the Company (the “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMS, LTD. Skillful Craftsman Education Technology Limited By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSThe Benchmark Company, division of Benchmark Investments, Inc. LLC By: Name: Title: On behalf of each of the Underwriters The Benchmark Company, LLC [Signature Page●] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement [●] Total: [●] [●] SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased Number of Additional Option Units to be Purchased if the Over-Allotment Option is Fully Exercised TOTAL SCHEDULE 2-A 2 Pricing Information Number of Firm UnitsShares: [●] Number of Option UnitsShares: [●] Public Offering Price per UnitShare: $[●] Underwriting Discount per UnitShare: Proceeds $[●] (7% per Share; 5% per Share for investors introduced to Company per Unit (before expenses): the Underwriters by the Company) SCHEDULE 2-B I Issuer General Use Free Writing ProspectusesProspectuses None. 29 EXHIBIT A Form of Representative’s Warrant EXHIBIT B 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, AGRIFORCE GROWING SYSTEMSHEAT BIOLOGICS, LTDINC. By: Name: Jxxxxxx Xxxx Title: Chairman, CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. A.G.P./ALLIANCE GLOBAL PARTNERS By: ________________________________ Name: Dxxxx Xxxxxx Title: Head of Investment Banking [Signature PageSIGNATURE PAGE] AgriFORCE Growing SystemsHEAT BIOLOGICS, Ltd. INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Total Number of Pre-Funded Warrants to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative A.G.P./Alliance Global Partners CIM Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: Number of Pre-Funded Warrants: Number of Option UnitsShares: Public Offering Price per UnitShare: $ Public Offering Price per Pre-Funded Warrant: $ Underwriting Discount per UnitShare: $ Underwriting Discount per Pre-Funded Warrant: $ Proceeds to Company per Unit Share (before expenses): $ Proceeds to Company per Pre-Funded Warrant (before expenses): $ SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses Issuer General Use Free Writing Prospectus filed with the Commission on April 20, 2018. SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Axx Xxxxx, M.B.A. Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Aristar Capital (f/k/a Brightline Ventures III, LLC) Orion Holdings V, LLC Seed-One Holdings VI, LLC EXHIBIT A Form of Lock-Up Agreement [ ], 2018 Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”) of shares of common stock, par value $0.0002 per share, of the Company (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMSMARPAI, LTDINC. 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THINKEQUITY LLC By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. MARPAI INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised Number of Option Pre-Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option UnitsShares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per UnitShare: $[•] Public Offering Price per Pre-Funded Warrant: [•] Underwriting Discount per UnitShare: $[•] Underwriting Discount per Pre-Funded Warrant: [•] Underwriting Non-accountable expense Allowance per Share: [•] Proceeds to Company per Unit Share (before expenses): $[•] Proceeds to Company per Pre-Funded Warrants: [•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses Free writing prospectus filed with the Commission on [•], 2023. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Officers, Directors and Affiliates: Name Position Xxxxxxx Xxxxxxxx Chief Executive Officer, Secretary and Director Xxxxx Xxxxxxx Chief Financial Officer Xxxxx Xxxxxx Chief Operating Officer Xxxxx Xxxxx Chairman of the Board of Directors Xxxxxx Xxxxxxxxx Director Xxxxx Xxxx Director Xxxxxx Xxxxxxx Director Xxxxxxx Xxxx Director Xxxxxxx XxXxxxxxx Director Other Stockholders: Xxxx Finger EXHIBIT A PRE-FUNDED COMMON STOCK PURCHASE WARRANT MARPAI, INC. Warrant Shares: Issue Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Marpai, Inc., a Delaware corporation (the “Company”), up to shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AGRIFORCE GROWING SYSTEMSHXXXXXX JXXXX LABORATORIES, LTDINC. 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: KINGSWOOD CAPITAL MARKETSNETWORK 1 FINANCIAL SECURITIES, division of Benchmark Investments, Inc. INC. By: Name: Title: Dxxxx Xxxxxxxxxx Managing Director [Signature PageSIGNATURE PAGE] AgriFORCE Growing SystemsHXXXXXX JXXXX LABORATORIES, Ltd. – Underwriting Agreement INC. UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased Maximum Number of Additional Option Units to be Purchased if the Over-Allotment Option is Fully Exercised Network 1 Financial Securities, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Units: Number of Option Units: Public Offering Price per Unit: $ Underwriting Discount per Unit: $ Underwriting Non-accountable expense allowance per Unit: $ Proceeds to Company per Unit (before expenses): $ SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses Free Writing Prospectus, dated November 8, 2017 Free Writing Prospectus, dated December 5, 2017 Free Writing Prospectus, dated March 2, 2018 Free Writing Prospectus, dated March 12, 2018 Free Writing Prospectus, dated April 24, 2018 SCHEDULE 3 List of Lock-Up Parties Rxxxxx X. Xxxxxx Wxxxxxx X. Xxxxxx Bxxxxxxx Xxxxxxxxxxx, M.D. Mxxx X. Xxxxxxxx, M.D. Sxxxx Xxxxxxx Rxxxxx X. Xxxxxxxx Rxxxxx X. Xxxxx Sxxxxx Xxxxxxxx Biodyne Holding, S.X. Xxxxxxxx Ventures Ltd. Subsidiaries Hxxxxxx Jxxxx Laboratories Vascular, Inc., a Delaware corporation EXHIBIT A Form of Warrant Agreement EXHIBIT B Form of Underwriter 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) [__________] 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 AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO _______________1. VOID AFTER 5:00 P.M., EASTERN TIME, ______________2. COMMON STOCK PURCHASE WARRANT For the Purchase of ___________ Shares of Common Stock of HXXXXXX JXXXX LABORATORIES, 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, AGRIFORCE GROWING SYSTEMSSENSUS HEALTHCARE, LTDINC. 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: KINGSWOOD CAPITAL MARKETSXXXXXX XXXXXX & CO., division of Benchmark Investments, Inc. LLC. By: Name: Xxxx Xxxx Title: [Signature Page] AgriFORCE Growing SystemsHead of Investment Banking/Underwritings Sensus Healthcare, Ltd. Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised Xxxxxx Xxxxxx & Co., LLC. Feltl and Company, Inc. Neidiger, Tucker, Bruner, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Option UnitsShares: [•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Non-accountable Expense Allowance per Share: $[•] Proceeds to Company per Unit Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [ADD] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Underwriters’ 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) XXXXXX XXXXXX & CO., LLC, FELTL AND COMPANY, INC., NEIDIGER, TUCKER, BRUNER, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF XXXXXX XXXXXX & CO., LLC, FELTL AND COMPANY, INC., NEIDIGER, TUCKER, BRUNER, 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]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of SENSUS HELTHCARE, 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, AGRIFORCE GROWING SYSTEMS, LTDCOMSOVEREIGN HOLDING CORP. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. ComSovereign Holding Corp. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised Kingswood Capital Markets, division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [●] Number of Option UnitsShares: [●] Public Offering Price per UnitFirm Share: $[●] Public Offering Price per Option Share: $[●] Underwriting Discount per UnitFirm Share: $[●] Underwriting Discount per Option Share: $[●] Proceeds to Company per Unit Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] Underwriting Non-accountable expense allowance per Firm Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses 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) KINGSWOOD CAPITAL MARKETS, DIVISION OF BENCHMARK INVESTMENTS, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF KINGSWOOD CAPITAL MARKETS, DIVISION OF BENCHMARK INVESTMENTS, INC. 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 COMSOVEREIGN HOLDING CORP.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the 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, AGRIFORCE GROWING SYSTEMS, LTDGAMER PAKISTAN INC. By: Name: Xxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSWESTPARK CAPITAL, division of Benchmark Investments, Inc. INC. By: Name: [●] Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement CEO SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised WestPark Capital, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [●] Number of Option UnitsShares: [●] Public Offering Price per UnitShare: $ [●] Underwriting Discount per UnitShare: $ [●] Proceeds to Company per Unit Share (before expenses): $ [●] Schedule - 2 A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMS, LTDiSPECIMEN 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: KINGSWOOD CAPITAL MARKETS, division THINKEQUITY A Division of Benchmark InvestmentsFordham Financial Management, Inc. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. ISPECIMEN INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. 00 000 TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Option UnitsShares: [•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Unit Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses Free writing prospectus filed with the Commission on [•], 202[•]. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Officers, Directors and Affiliates: Name ​ Position Cxxxxxxxxxx Xxxxxxx ​ Chief Executive Officer, President, and Director Jxxx Xxxxxx ​ Chief Operating Officer, Secretary, Treasurer, and Director Bxxxxxxx Xxxxxx ​ Chief Information Officer Txxxx Xxxxxx ​ Chief Financial Officer Axxxxx X. Xxxx ​ Chairman of the Board Gxxxxx “Bud” Sxxxxx ​ Director Sxxxxx Xxxxxxx ​ Director Jxxx X. Xxxxxx III ​ Director Nominee Mxxxxxxx X. Xxxxxxxx ​ Director Nominee Other Stockholders: Alexa Wxxx Xxxxxx Dxxx Xxxxxx Vasantgadkar Axxxxx Xxxxxx Axxx Xxxxx Axxx Xxxxx Axxx-Xxxxx & Sxxxxxx Xxxxxx Foundation Axxxxxx Xxxxxx Axxxxx Xxxxx Bxxx Xxxxxx Bxxxx Xxxxxx Cxxxxx Xxxx CamaPlan FBO Hxxx Xxxxxx Cxxxx Xxxxxxxx Cxxxxxxx XxxXxxxxx Cxxxxxxxx Xxxxx Cxxx Xxxxxxxxx Cxxxx Xxxxxx Dxxxx Xxxxxx Dxxxx Xxxxxxx Dxxxx XxXxxxxx Dxxxx Xxxxx Dxxx Mxxxxxxx Dxxxx Xxxxx Exxxx Xxxxxxxx Exxxxx Xxxxxxx Exxxx Xxxxxxx Exxxx Xxxxxx Exxx Xxxxxxxx Gxxx Gragin Gxxxxxx Xxxxxxx Hxxx Xxxxxx Hxxxx Xxxxxxxxx Hxxxxx Xxxxxx J Mxxxxxx Xxxxxx Jxxxx Xxxxxxx Jxxxxxxx Xxxxxxxxx Jxxxxxxx Xxxxxxx Jxxx Xxxxxxx Jxx Xxxxxx Jxxx Xxxxxxx Jxxx Xxxxxxx Jxxx Xxxxxx Jxxxxxxx Xxx Jxxxxx Xxxxxxx Jxxxxx Xxxxxxx I Kxxxx Xxxxx Kxxxxx XxXxxxx Kxxxx Xxxxxxxxx Kxxxx Xxxxxxx Kxxxxxx Xxxxxx Kxxxxxxx Xxxxxx Lxxx Xxxxxxx Lxxxx Xxxx Mxxxx Xxxxxxx Mxxxxxx Xxxxxxx Mxxxxx Xxxxxxx Mxxxxx Xxxxxxxx Mxxxxxx Xxxx Mxxxxx Xxxxxxx Mxxxxxx Xxxxxxx Mxxxxxx Xxxxxxxx Mxxxxxx Xxxxxx Mxxxxx Xxxxxx Mxxxxxx Xxxxxxxxx I Mxxxxxx Xxxxxxxxx XX Mxxxxxx Xxxxxxxxx III MKGJ Investments, LLC Mxxxxx Xxxxxxxxx MRNGL Trust Nxxxx Xxxxxxxxx I Nxxxx Xxxxxxxxx XX NHR Inc. Nxxx Xxxxxx Pxxx Xxxxx Rxxxxx Xxxxxxxx Rxxxxx Xxxxxx Rxxxxx Xxxxxxxxx Rxxxxx Khedarian Rxxxxx Parente Rxxxxx Xxxxxx Rxx Xxxxxxxx Xxxx 2013 Irrevocable Trust Seagull Investments, LLC Sxxx XxXxxxxx Sxxxx Xxxxx Sxxxxx Xxxxxxxxxx Sxxxxxx Xxxxx Sxxxxxx Xxxxxxxxxxx Shareholder Name Sxxxxxx Xxxxxx Sxxxxxxxx Xxxxx Txxxxx Xxxx Txxxxx XxXxxxx The Pxxxx X. Xxxxxxx Revocable Trust Wxxxx Xxx Wxxxxxx X'Xxxxxxx Xenia Sibova 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 [________________] [DATE THAT IS [6 MONTHS] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK iSPECIMEN INC. Warrant Shares: _______ Initial Exercise Date: ______, 2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2021 which is six months from the Effective Date (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 iSPECIMEN INC., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [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, AGRIFORCE GROWING SYSTEMS, PHETON HOLDINGS LTD. By: Name: Xxxxxxx Xxxxx Title: 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. CATHAY SECURITIES INC. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. Chief Executive Officer PHETON HOLDINGS LTD. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units to be Purchased if the Over-Allotment Option is Fully Exercised Cathay Securities Inc. TOTAL 2,500,000 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: Number of Option Units: [ ] Public Offering Price per UnitFirm Share: $ Underwriting Discount per UnitFirm Share: $ Proceeds to Company per Unit Firm Share (before expenses): $ Number of Option Shares [375,000] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses None. SCHEDULE 3 List of Lock-Up Parties 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 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 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 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, AGRIFORCE GROWING SYSTEMS, LTD. NOVA MINERALS LIMITED By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THINKEQUITY LLC By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. NOVA MINERALS LIMITED – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units ADSs to be Purchased Number of Additional Option Units ADSs to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity LLC . TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm UnitsADSs: [●] Number of Option UnitsADSs: [●] Public Offering Price per UnitADS: $[●] Underwriting Discount per UnitADS: $[●] Underwriting Non-accountable expense allowance per ADS: $[●] Proceeds to Company per Unit ADS (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties NAME Cxxxxxxxxxx Xxxxxxxxx Mxxxxxx Xxxxxxx Cxxxx Xxxxxxx Avi Gxxxxx Xxxxx Xxxxxx Rxxxxxx Xxxxxx Ixx Xxxxxxxx Rxxxxxx Xxxxxxx 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 FOUR YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES NOVA MINERALS LIMITED Warrant ADSs: _______ Initial Exercise Date: ______, 2024 THIS WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 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 four (4) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nova Minerals Limited, an Australina public company limited by shares (the “Company”), up to ______ American Depositary Shares (“ADS”) each ADS representing ___ ordinary shares of the Company, no par value per share (the “Ordinary Shares”), as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one ADS 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 [ ], 2024 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 the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMS, LTD. EPSIUM ENTERPRISE LIMITED By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. XX Xxxxxx LLC By: Name: Xxxxx X. Xxxxx Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Units Securities to be Purchased Number of Additional Option Units to be Purchased if the Over-Allotment Option is Fully Exercised TOTAL Firm Share XX Xxxxxx LLC SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [●] Number of Option UnitsAdditional Shares: [●] Public Offering Price per UnitShare: $[●] Underwriting Discount per UnitShare: $[●] Proceeds to Company per Unit Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [●] SCHEDULE 3 List of Lock-Up Parties [●] 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 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 us. Very truly yours, AGRIFORCE GROWING SYSTEMSMAIA Biotechnology, LTD. 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THINKEQUITY LLC By: Name: Title: [Signature Page] AgriFORCE Growing SystemsMAIA Biotechnology, Ltd. Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option UnitsShares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per UnitFirm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per UnitFirm Share/Option Share: $[•] Underwriting Discount per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Unit Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Executive Officers: •Vxxx Xxxxx •Sxxxxx X. Xxxxxxxx •Mxxxxx Xxxxxxx •Jxxxxx X. XxXxxxx Board of Directors: •Sxxxxx Xxxxxxx •Rxxxxx Xxxxxxxx •Lxxxx Xxxx Xxx •Cxxxxxxx Xxxxx •Sxxx Xxxxx •Jxxx-Xxxxxxx Xxxxxxxx Exhibit A 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 [•], 2023. VOID AFTER 5:00 P.M., EASTERN TIME, [•], 2028. WARRANT TO PURCHASE COMMON STOCK MAIA BIOTECHNOLOGY, INC. Warrant Shares: [•] Initial Exercise Date: [•], 2023 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [•], 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MAIA Biotechnology, Inc., a Delaware corporation (the “Company”), up to [•] shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. Provided, however, if the Holder exercises its over-allotment option in full, the Holder shall be entitled to receive up to an additional [•] Warrant Shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AGRIFORCE GROWING SYSTEMS, LTDPASITHEA THERAPEUTICS CORP. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSXX XXXXXX, division of Benchmark Investments, Inc. LLC By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares and Accompanying Firm Warrants to be Purchased Number of Additional Option Units Shares and Accompanying Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised XX Xxxxxx, division of Benchmark Investments, LLC TOTAL 1 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [ ] Number of Firm Warrants: [ ] Number of Option UnitsShares: [ ] Number of Option Warrants: [ ] Public Offering Price per UnitFirm Share and Firm Warrant: [ ] Public Offering Price per Option Share and Option Warrant: [ ] Underwriting Discount per UnitFirm Share and Firm Warrant: [ ] Underwriting Discount per Option Share and Option Warrant: [ ] Underwriting Non-accountable expense allowance per Firm Share and Firm Warrant: [ ] Proceeds to Company per Unit Firm Share and Firm Warrant (before expenses): [ ] Proceeds to Company per Option Share and Option Warrant (before expenses): [ ] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses FWP filed with the Commission on [ ]. SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties [ ] 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 DATE OF THE UNDERWRITING AGREEMENT (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 [ ], 20211. VOID AFTER 5:00 P.M., EASTERN TIME, [●]2, 2026. WARRANT TO PURCHASE COMMON STOCK PASITHEA THERAPEUTICS CORP. Warrant Shares: [ ] Issuance Date: [ ] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, XX Xxxxxx, division of Benchmark Investments, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 20213 (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 (such date, the “Termination Date”) that is five (5) years following the effective date of the offering, but not thereafter, to subscribe for and purchase from Pasithea Therapeutics Corp., a Delaware corporation (the “Company”), up to [ ] shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AGRIFORCE GROWING SYSTEMS, LTD. Amedica Corporation By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark InvestmentsXxxxxx Xxxxx Securities, Inc. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement On behalf of each of the Underwriters AMEDICA CORPORATION—UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised TOTAL Number of Option Warrants to be Purchased if the Over- Allotment Option is Fully Exercised Xxxxxx Xxxxx Securities, Inc. Total SCHEDULE 2-A Pricing Information Number of Firm Units: [—] Number of Firm Shares included in the Units: [—] Number of Firm Warrants included in the Units: [—] Shares underlying Firm Warrants: [—] Number of Option Units: [—] Number of Option Shares: [—] Number of Option Warrants: [—] Shares underlying Option Warrants: [—] Public Offering Price per Unit: Unit (including Option Units): $[—] Underwriting Discount per Unit: $[—] Underwriting Non-accountable expense allowance per Unit: $[—] Proceeds to Company per Unit (before expenses): $[—] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses None. SCHEDULE 3 List of Lock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMSxG TECHNOLOGY, LTDINC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSFELTL AND COMPANY, division of Benchmark Investments, Inc. INC. By: Name: Title: [Signature Page] AgriFORCE Growing SystemsAEGIS CAPITAL CORP. By: Name: Title: XG TECHNOLOGY, Ltd. INC. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised Feltl and Company, Inc.. Aegis Capital Corp. Academy Securities, Inc. TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Option UnitsShares: [•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Unit Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] [SCHEDULE 2-C] Written Testing-the-Waters Communications [None.] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Sch. 3-1

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AGRIFORCE GROWING SYSTEMS, LTD. EFLEETS CORPORATION By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: [Signature PageCOMPANY] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. TOTAL Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares 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 UnitsShares: [•] Number of Option UnitsFirm Warrants: [•] Number of Additional Shares: [•] Number of Additional Warrants: [•] Warrant Exercise Price: $[•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Unit Share (before expenses): $[•] Public Offering Price per Warrant: $[•] Underwriting Discount per Warrant: $[•] Proceeds to Company per Warrant (before expenses): $[•] SCHEDULE 23 List of Lock-B Issuer General Use Free Writing ProspectusesUp Parties 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 [________________] [ DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT ]. 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 EFLEETS 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 usbelow. Very truly yours, AGRIFORCE GROWING SYSTEMSHEART TEST LABORATORIES, LTDINC. 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: KINGSWOOD CAPITAL MARKETSTHE BENCHMARK COMPANY, division of Benchmark Investments, Inc. LLC By: Name: Xxxx X. Xxxxx III Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement Senior Managing Director SCHEDULE 1 Underwriter Total Number of Firm Units Securities to be Purchased Number of Additional Option Units Securities to be Purchased if the Over-Over- Allotment Option is Fully Exercised TOTAL The Benchmark Company, LLC Total: SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: 1,750,000 Number of Firm Warrants: 1,750,000 Number of Option Shares: Number of Option UnitsWarrants: Public Offering Price per Unitone Firm Share and one Warrant: Underwriting Discount per Unitone Firm Share and one Warrant: Proceeds to Company Price per Unit Option Share: Underwriting Discount per Option Share: Price per Option Warrant: $0.01 Underwriting Discount per Option Warrant: $0.0093 (before expenses): 7.0%) Underwriting Non-accountable expense allowance per Share and Warrant: SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Directors and Officers: Xxxxxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxx Xxxx Xxxx Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx Certain Holders of the Company’s Securities: See 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, AGRIFORCE GROWING SYSTEMSMICROLIN BIO, LTDINC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSBREAN CAPITAL, division of Benchmark Investments, Inc. LLC By: Name: Title: SUMMER STREET RESEARCH PARTNERS By: Name: Title: [Signature PageCOMPANY] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised Brean Capital, LLC Summer Street Research Partners [●] TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Option UnitsShares: [•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Non-accountable Expense Allowance per Share: $[•] Proceeds to Company per Unit Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [INSERT] SCHEDULE 2-C Written Testing-the-Waters Communications [INSERT] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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] WF International 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 usspace. Very truly yours, AGRIFORCE GROWING SYSTEMS, LTD. WF International Limited By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSThe Benchmark Company, division LLC By: Name: Title: On behalf of Benchmark Investmentseach of the Underwriters Axiom Capital Management, Inc. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement On behalf of each of the Underwriters SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Total Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised TOTAL The Benchmark Company, LLC [●] [●] Axiom Capital Management, Inc. [●] [●] Total: [●] [●] SCHEDULE 2-A 2 Pricing Information Number of Firm UnitsShares: [●] Number of Option UnitsShares: [●] Public Offering Price per UnitShare: $[●] Underwriting Discount per UnitShare: Proceeds to Company $[●] (7% per Unit Share) Non-Accountable Expense Allowance per Share: $[●] (before expenses): 1% per Share) SCHEDULE 2-B I Issuer General Use Free Writing ProspectusesProspectuses None. EXHIBIT A Form of Representatives’ Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2023, WHICH IS THE COMMENCEMENT DATE OF SALES IN THE COMPANY’S INITIAL PUBLIC OFFERING, TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY LLC, AXIOM CAPITAL MANAGEMENT, INC. OR AN UNDERWRITER OR SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION IN EACH CASE IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E)(1), OR (II) THE OFFICERS OR PARTNERS, REGISTERED PERSONS OR AFFILIATES OF THE BENCHMARK COMPANY LLC, AXIOM CAPITAL MANAGEMENT, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER, IN EACH CASE IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E)(1); OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2023, WHICH IS THE COMMENCEMENT DATE OF SALES IN THE COMPANY’S INITIAL PUBLIC OFFERING, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). ORDINARY SHARES PURCHASE WARRANT WF International Limited Warrant Shares: [●] Initial Exercise Date: [●], 2023 Issue Date: [●], 2023 THIS ORDINARY SHARES PURCHASE WARRANT (the ”Warrant”) certifies that, for value received, [●] or its assignees assigns (the ”Holder”) are entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [●], 2023 (the ”Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], 2028 (the ”Termination Date”) but not thereafter, to subscribe for and purchase from WF International Limited, a Cayman Islands exempted company with limited liability (the ”Company”), up to [●] Ordinary Shares (as defined below)(as subject to adjustment hereunder, the ”Warrant Shares”). The purchase price of one Ordinary 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 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, AGRIFORCE GROWING SYSTEMS, LTDMOBILE GLOBAL ESPORTS INC. By: Name: Xxxxx Xxxxx Title: 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: KINGSWOOD CAPITAL MARKETSWESTPARK CAPITAL, division of Benchmark Investments, Inc. INC. By: Name: Xxxxx Xxxxxxxxxx Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement CEO MOBILE GLOBAL ESPORTS INC. - UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised WestPark Capital, Inc. TOTAL Sch. 1-1 Schedule -1 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [●] Number of Option UnitsShares: [●] Public Offering Price per UnitShare: $[●] Underwriting Discount per UnitShare: $[●] Proceeds to Company per Unit Share (before expenses): $[●] Sch. 2-1 Schedule -2A SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] Sch. 2-2 Schedule -2B SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. 2-3 Schedule - 2C SCHEDULE 3 List of Lock-Up Parties 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 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 Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AGRIFORCE GROWING SYSTEMSAPOLLO MEDICAL HOLDINGS, LTDINC. 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: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: [Signature Page] AgriFORCE Growing SystemsApollo Medical Holdings, Ltd. Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Option Units Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. TOTAL Sch. 2-1 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Firm Warrants: [•] Number of Option UnitsShares: [•] Number of Option Warrants: [•] Public Offering Price per UnitShare: $[•] Public Offering Price per Warrant: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Discount per Warrant: $[•] Underwriting Non-accountable expense allowance per Share and Warrant: $[•] Proceeds to Company per Unit share and warrant (before expenses): $[•] SCHEDULE 23 List of Lock-Up Parties Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Ex. A-1 EXHIBIT B Issuer General Use Free Writing ProspectusesForm of Lock-Up Agreement [ ], 2015 Aegis Capital Corp. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp., as Representative of the several underwriters (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Apollo Medical Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”) of shares of common stock, par value $0.001 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, AGRIFORCE GROWING SYSTEMS, LTD. BOXLIGHT CORPORATION By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Head of Investment Banking [Signature PageSIGNATURE PAGE] AgriFORCE Growing Systems, Ltd. BOXLIGHT CORPORATION – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares 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 UnitsShares: [●] Number of Option UnitsShares: [●] Public Offering Price per UnitShare: $[●] Underwriting Discount per UnitShare: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Unit Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Jxxxx Mxxx Xxxxxxx Hxxxx Xxxxx Sxxxx Xxxxxxx Mxxxxxx Xxxx Txxxxxx Xxx Rxxxx Xxxxxxxx Rxxxxxx Crew VertCapital Corp. Axxx Xxx K Laser Corp. Sch. 3-1 SCHEDULE 4 Subsidiaries and Affiliates Genesis Collaboration, LLC Boxlight Holdings Limited Everest Display, Inc. Globisens Ltd. Gxxxx Xxxx International Ltd. Boxlight LatinoAmerica, S.A. de C.V. Boxlight LatinoAmerica Servicios, S.A. de C.V Everest Technology Ltd. Sch. 4-1 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 OR CAUSE THIS PURCHASE WARRANT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [ ] Shares of Common Stock of BOXLIGHT 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] Exhibit 1.1 [Signature Page] 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 usbelow. Very truly yours, AGRIFORCE GROWING SYSTEMSArch therapeutics, LTD. 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark InvestmentsXxxxxx Xxxxx Securities, Inc. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement Exhibit 1.1 SCHEDULE 1 Underwriter Total Number of Firm Units Securities to be Purchased Number of Additional Option Units to be Purchased if the Over-Allotment Option is Fully Exercised TOTAL Xxxxxx Xxxxx Securities, Inc. [●] [●] Total: [●] SCHEDULE 2-A 2 Pricing Information Number of Firm UnitsShares: [●] Number of Firm Warrants: [●] Warrants Number of Option UnitsShares: [●] Number of Option Warrants: [●] Warrants Public Offering Price per Unitone Firm Share and one Warrant: $[●] Underwriting Discount per Unitone Firm Share and one Warrant: Proceeds to Company $[●] (8.0%) Price per Unit Option Share: $[●] Underwriting Discount per Option Share: $[●] Price per Option Warrant: $0.01 Underwriting Discount per Option Warrant: $0.0092 (before expenses): SCHEDULE 28.0%) EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-B Issuer General Use Free Writing ProspectusesUp 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, AGRIFORCE GROWING SYSTEMS, G MEDICAL INNOVATIONS HOLDINGS 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THINKEQUITY LLC By: Name: Title: [Signature Page] AgriFORCE Growing Systems, G Medical Innovations Holdings Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased from the Company Number of Additional Pre-Funded Warrants to be Purchased from the Company Number of Option Units Shares to be Purchased if the Over-Allotment Overallotment Option is Fully Exercised TOTAL ThinkEquity LLC SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [●] Number of Pre-Funded Warrants: [●] Number of Option UnitsShares: [●] Public Offering Price per Unit: $[●] Public Offering Price per Pre-Funded Warrant: $[●] Public Offering Price per Option Share: $[●] Pre-Funded Warrant Exercise Price: $0.001 Underwriting Discount per UnitFirm Share: $[●] Underwriting Discount per Pre-Funded Warrant: $[●] Underwriting Discount per Option Share: $[●] Proceeds to Company per Unit Firm Share (before expenses): $[●] Proceeds to Company per Pre-Funded Warrant (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] The terms of the Pre-Funded Warrants are set forth on Exhibit C are incorporated by reference herein. SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up EXHIBIT C Form of Pre-Funded Warrant EXHIBIT D Form of Press Release [COMPANY] [Date] G Medical Innovations Holdings Ltd. (the “Company”) announced today that ThinkEquity LLC, acting as representative for the underwriters in the Company’s recent public offering of _______ the Company’s Ordinary Shares, $ [●] par value per share (the “Ordinary Shares”), 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 _________, 2023, 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, AGRIFORCE GROWING SYSTEMSTRANSCODE THERAPEUTICS, LTDINC. 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THINKEQUITY LLC By: Name: Title: [Signature Page] AgriFORCE Growing SystemsTransCode Therapeutics, Ltd. Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased Shares Total Number of Additional Firm Pre- funded Warrants Number of Option Units to be Purchased if the Over-Allotment Shares Number of Option is Fully Exercised Pre- funded Warrants ThinkEquity LLC [·] [·] [·] [·] TOTAL [·] [·] [·] [·] SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [·] Number of Firm Pre-funded Warrants: [·] Number of Option UnitsShares: [·] Number of Option Pre-funded Warrants: [·] Public Offering Price per UnitShare: $[·] Public Offering Price per Pre-funded Warrant: $[·] Underwriting Discount per UnitShare: $[·] Underwriting Discount per Pre-funded Warrant: $[·] Proceeds to Company per Unit Share (before expenses): $[·] Proceeds to Company per Pre-funded Warrant (before expenses): $[·] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] Sch. 2-B SCHEDULE 3 List of Lock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMSCERES, LTDINC. By: Name: Title: 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: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: [Signature Page] AgriFORCE Growing SystemsCeres, Ltd. Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares 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 UnitsShares: [•] Number of Option UnitsShares: [•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Unit Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Rxxxxxx Xxxxxxxx Pxxx Xxx Wxxxxxxxx van Assche Rxxxx Xxxxxxx Wxxxxx De Logi Txxxxx Xxxxx Cxxxxx X. Xxxxxx Exxxxx Xxxxxxx 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 CLOSING 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 [•], 2015 AND IS VOID AFTER 5:00 P.M., EASTERN TIME, [•], 2019. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Ceres, 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, AGRIFORCE GROWING SYSTEMSActelis Networks, LTD. Inc. By: Name: Xxxxx 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: KINGSWOOD CAPITAL MARKETSBoustead Securities, division of Benchmark Investments, Inc. LLC By: Name: Xxxxx Xxxxx Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised Boustead Securities, LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [*] Number of Option UnitsShares: [*] Public Offering Price per UnitFirm Share: [*] Public Offering Price per Option Share: [*] Underwriting Discount per UnitFirm Share: Proceeds to Company [*] Underwriting Discount per Unit (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 ProspectusesProspectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties 32 EXHIBIT A Form of Representative’s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING [DATE], WHICH IS THE COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF BOUSTEAD SECURITIES LLC, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE] (THE DATE OF ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, [DATE] (THE DATE THAT IS FIVE YEARS FROM COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING (AS DEFINED BELOW). COMMON STOCK PURCHASE WARRANT For the Purchase of [●] Shares of Common Stock of Actelis Networks, 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] 44 If the foregoing correctly 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, AGRIFORCE GROWING SYSTEMS, LTDADAMAS ONE CORP. By: Name: Jxxx Xxxxxx 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: KINGSWOOD CAPITAL MARKETSALEXANDER CAPITAL, division of Benchmark Investments, Inc. L.P. By: Name: Jxxxxxxx Xxxxxx Title: [Signature Page] AgriFORCE Growing Systems, Ltd. Head of Investment Banking ADAMAS ONE CORP.. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised Alexander Capital, L.P. - TOTAL SCHEDULE 23-A Pricing Information Number of Firm UnitsShares: [●] Number of Option UnitsShares: [●] Public Offering Price per UnitFirm Share: $[●] Public Offering Price per Option Share: $[●] Underwriting Discount per UnitFirm Share: $[●] Underwriting Discount per Option Share: $[●] Proceeds to Company per Unit Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] SCHEDULE 23-B Issuer General Use Free Writing ProspectusesProspectuses Free Writing Prospectus filed with the SEC on [●], 202[●] and linked to here: [●] SCHEDULE 4 List of Lock-Up Parties Name Adamas One Corp. Jxxx “Jxx” G. Xxxxxx Sxxxxx X. Xxxxxx Gxxxxx X. XxXxxxx Txxxxxx X. Xxxxxx Gxxxxx X. Xxxxx Axxx X. Xxxxxx Pxxx X. Xxxxxxxxxx Diamond Technologies, LLC Pubco, LLC PrivateCo, LLC 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) AXXXXXXXX CAPITAL, L.P., OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ALEXANDER CAPITAL, L.P., OR OF ANY SUCH UNDERWRITERS OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 202[●]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 202[●].2 UNDERWRITER’S WARRANT FOR THE PURCHASE OF [●] SHARES OF COMMON STOCK OF ADAMAS ONE CORP.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMS, LTD. GENELUX CORPORATION By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THE BENCHMARK COMPANY LLC By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number The Benchmark Company LLC [●] Brookline Capital Markets, a division of Additional Option Units to be Purchased if the Over-Allotment Option is Fully Exercised TOTAL Arcadia Securities, LLC [●] Total: [●] SCHEDULE 2-A 2 Pricing Information Number of Firm UnitsShares: [●] Number of Option Unitsshares potentially issuable pursuant to the option to purchase additional shares: [●] Public Offering Price per UnitShare: $[●] Underwriting Discount per UnitShare: Proceeds to Company $[●] (7.0%) Non-accountable expense allowance per Unit Share: $[●] (before expenses): SCHEDULE 2-B Issuer General Use Free Writing Prospectuses1.0%) 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 [●], 2022, WHICH IS THE COMMENCEMENT DATE OF SALES IN THE OFFERING (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY LLC, OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) THE OFFICERS OR PARTNERS, REGISTERED PERSONS OR AFFILIATES OF BENCHMARK COMPANY LLC. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 202[3]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 2027. COMMON STOCK PURCHASE WARRANT For the Purchase of [●] Shares of Common Stock of Genelux 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 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, AGRIFORCE GROWING SYSTEMSCITIUS PHARMACEUTICALS, LTDINC. By: Name: Title: Confirmed as of the date first written above mentionedabove: X.X. XXXXXXXXXX & CO., on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. LLC By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased Number of Additional Option Units to be Purchased if the Over-Allotment Option is Fully Exercised TOTAL SCHEDULE 21-A Pricing Information Number of Firm UnitsShares: [●] Number of Pre-Funded Warrants: [●] Number of Firm Warrants: [●] Number of Option UnitsShares: [●] Number of Option Warrants: [●] Warrant Exercise Price: $[●] Public Offering Price per UnitFirm Share: $[●] Public Offering Price per Pre-Funded Warrant: $[●] Public Offering Price per Firm Warrant: $0.01 Underwriting Discount per UnitFirm Share: $[●] Underwriting Discount per Pre-Funded Warrant: $[●] Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Unit Firm Share (before expenses): $[●] Proceeds to Company per Pre-Funded Warrant (before expenses): $[●] Proceeds to Company per Firm Warrant (before expenses): $[●] SCHEDULE 21-B Issuer General Use Free Writing ProspectusesProspectus None. SCHEDULE 2 List of Lock-Up Parties Xxxxx Xxxxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxx Xxxxx Xxxxx Xxxx Dr. Xxxxxxx Xxxx Xx. Xxxxxx Xxxxxx Xxxxxx Xxxxx EXHIBIT A Form of Lock-Up Agreement ____________, 2019 X.X. Xxxxxxxxxx & Co., LLC 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Citius Pharmaceuticals, Inc. (the “Company”) – Restriction on Stock Sales Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you pursuant to the Underwriting Agreement (the “Agreement”) to be entered into by the Company, as issuer, and X.X. Xxxxxxxxxx & Co., LLC, as the underwriter (the “Underwriter”) named therein. Upon the terms and subject to the conditions of the Agreement, the Underwriter intends to effect a public offering of securities of the Company pursuant to a registration statement (the “Registration Statement”) on Form S-1 (the “Offering”). Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Agreement. In order to induce the Underwriter to enter into the Agreement, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the Agreement, the undersigned will not, without the prior written consent of the Underwriter, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) with respect to, any Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMSSG BLOCKS, LTDINC. 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: KINGSWOOD CAPITAL MARKETS, division THINKEQUITY A Division of Benchmark InvestmentsFordham Financial Management, Inc. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Total Number of Additional Pre-Funded Warrants to be Purchased Total Number of Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [ ] Number of Pre-Funded Warrants: [ ] Number of Option UnitsShares: [ ] Public Offering Price per UnitFirm Share/Option Share: $[ ] Public Offering Price per Pre-Funded Warrant: $[ ] Underwriting Discount per UnitFirm Share / Option Share: $[ ] Underwriting Discount per Pre-Funded Warrant: $[ ] Proceeds to Company per Unit Firm Share / Option Share (before expenses): $ Proceeds to Company per Pre-Funded Warrant (before expenses): $[ ] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses Free Writing Prospectus, dated [ ] SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMS, LTD. Hunting Dog Capital Corp. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSJXXXXX XXXXXX & CO., division of Benchmark Investments, Inc. LLC. By: Name: Exxx Xxxx Title: Head of Investment Banking/Underwritings [Signature PageISSUER] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised Jxxxxx Xxxxxx & Co., LLC. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Option UnitsShares: [•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Unit Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement [•], 2017

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMSAXXXX BIOSCIENCES, LTDINC. By: Name: Title: Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised TOTAL Aegis Capital Corp SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: Number of Option UnitsAdditional Shares: Public Offering Price per UnitShare: Underwriting Discount per UnitShare: Underwriting Non-accountable expense allowance per Share: Proceeds to Company per Unit Share (before expenses): SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Axxxx Biosciences, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] 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 Axxxx Biosciences, Inc., a New Jersey 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, AGRIFORCE GROWING SYSTEMS, LTD. BOXLIGHT CORPORATION By: Name: Mxxx 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: KINGSWOOD CAPITAL MARKETSMXXXXXXX CAPITAL, division of Benchmark Investments, Inc. INC. By: Name: Jxxxxxxx Xxxxxxxx Title: President and CEO [Signature Page] AgriFORCE Growing Systems, Ltd. Page]Boxlight Corporation – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised Mxxxxxxx Capital, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [●] Number of Option UnitsShares: [●] Public Offering Price per UnitShare: $[●] Underwriting Discount per UnitShare: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Unit Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Jxxxx Mxxx Xxxxxxx Hxxxx Xxxxx Sxxxx Xxxxxxx Mxxxxxx Xxxx Txxxxxx Xxx Rxxxx Xxxxxxxx Rxxxxxx Crew VertCapital Corp. Sugar House Trust AEL Irrevocable Trust Lackamoola LLC Exxxxx Xxxxx Hxxxxxx Xxxxx Westbourne Holdings Ltd. Gross Children Family Trust II CAELLM Ventures, LLC Hxxxxx Xxxxxx, Inc. Jxxx Xxx Roma Ventures, LLC Fxxxxx Xxxxx, LLC OSS Txxxx Xxxxx Vxxxx Group LLC Sch. 3-1 SCHEDULE 4 Subsidiaries and Affiliates Genesis Collaboration, LLC Boxlight Holdings Limited Everest Display, Inc. Globisens Ltd. Gxxxx Xxxx International Ltd. Boxlight LatinoAmerica, S.A. de C.V. Boxlight LatinoAmerica Servicios, S.A. de C.V Everest Technology Ltd. Sch. 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 OR CAUSE THIS PURCHASE WARRANT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN MXXXXXXX CAPITAL, INC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF Mxxxxxxx Capital, Inc OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [____________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [____________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of BOXLIGHT 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, AGRIFORCE GROWING SYSTEMSMAIA Biotechnology, LTD. 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THINKEQUITY LLC By: Name: Title: [Signature Page] AgriFORCE Growing SystemsMAIA Biotechnology, Ltd. Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: Number of Option UnitsShares: Public Offering Price per UnitShare: $ Underwriting Discount per UnitShare: $ Underwriting Non-accountable expense allowance per Share: $ Proceeds to Company per Unit Share (before expensesexpenses and non-accountable expense allowance): $ SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Executive Officers: • Vxxx Xxxxx • Sxxxxx X. Xxxxxxxx • Mxxxxx Xxxxxxx • Jxxxxx X. XxXxxxx Board of Directors: • Sxxxxx Xxxxxxx • Rxxxxx Xxxxxxxx • Lxxxx Xxxx Xxx • Cxxxxxxx Xxxxx • Sxxx Xxxxx • Lxxxxxxxx Xxxx 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 [•], 2023. VOID AFTER 5:00 P.M., EASTERN TIME, [•], 2028. WARRANT TO PURCHASE COMMON STOCK MAIA BIOTECHNOLOGY, INC. Warrant Shares: [•] Initial Exercise Date: [•], 2023 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [•], 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MAIA Biotechnology, Inc., a Delaware corporation (the “Company”), up to [•] shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. Provided, however, if the Holder exercises its over-allotment option in full, the Holder shall be entitled to receive up to an additional [•] Warrant Shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AGRIFORCE GROWING SYSTEMSEVOKE PHARMA, LTDINC. By: :_________________________________ Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CXXXX-XXXXXX CAPITAL MARKETS, division of Benchmark Investments, Inc. GROUP LLC By: _________________________________ Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement LXXXXXX & COMPANY (UK) LTD. By: _________________________________ Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Units ofFirm Securities to be Purchased Purchased(Firm Shares, Firm Pre-Funded Warrants, Firm Warrants) Number of Additional Option Units Securities to be Purchased if the Over-Allotment Option is Fully Exercised (Option Shares, Option Pre-Funded Warrants, Option Warrants) Lxxxxxx & Company (UK) Ltd. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [ ] Number of Firm Pre-Funded Warrants: [ ] Number of Firm Warrants: [ ] Number of Option UnitsShares: Up to [ ] Number of Option Pre-Funded Warrants: Up to [ ] Number of Option Warrants: Up to [ ] Public Offering Price per UnitFirm Share and accompanying Firm Warrant: $[ ] Public Offering Price per Firm Pre-Funded Warrant and accompanying Firm Warrant: $[ ] Underwriting Discount per UnitFirm Share and accompanying Firm Warrant: $[ ] Underwriting Discount per Firm Pre-Funded Warrant and accompanying Firm Warrant: $[ ] Underwriting Non-accountable expense allowance per Firm Share and accompanying Firm Warrant: $[ ] Underwriting Non-accountable expense allowance per Firm Pre-Funded Warrant and accompany Firm Warrant: $[ ] Proceeds to Company per Unit Firm Share and accompany Firm Warrant (before expenses): $[ ] Proceeds to Company per Firm Pre-Funded Warrant and accompany Firm Warrant (before expenses): $[ ] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMS1347 PROPERTY INSURANCE HOLDINGS, LTDINC. 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: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP By: Name: Title: [Signature Page] AgriFORCE Growing Systems1347 Property Insurance Holdings, Ltd. Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp EarlyBirdCapital, Inc. TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [·] Number of Option UnitsShares: [·] Public Offering Price per UnitShare: $[·] Underwriting Discount per UnitShare: $[·] Proceeds to Company per Unit Share (before expenses): $[·] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses Free Writing Prospectus filed with the SEC on [·], 2014. Sch.2-1 SCHEDULE 3 List of Lock-Up Parties Hxxxxx Xxxxx Gxxxxx Xxxxx Dxxxxxx Xxxxx Jxxx Xxxx Lxx Xxxxxxxxxxx Xxxxxxx Dxxx Xxxxxx Lxxxx Xxxxx Fund Management Group LLC Kingsway Financial Services Inc. Kingsway America Inc. Kingsway America II 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, AGRIFORCE GROWING SYSTEMSTRANSCODE THERAPEUTICS, LTDINC. 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THINKEQUITY LLC By: Name: Title: [Signature Page] AgriFORCE Growing SystemsTransCode Therapeutics, Ltd. Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Total Number of Firm Pre- funded Warrants to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised Number of Option Pre- funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Firm Pre-funded Warrants: [•] Number of Option UnitsShares: [•] Number of Option Pre-funded Warrants: [•] Public Offering Price per UnitShare: $[•] Public Offering Price per Pre-funded Warrant: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Discount per Pre-funded Warrant: $[•] Proceeds to Company per Unit Share (before expenses): $[•] Proceeds to Company per Pre-funded Warrant (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMSSIGNAL GENETICS, LTDINC. By: Name: Title: Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised TOTAL Aegis Capital Corp SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: Number of Option UnitsAdditional Shares: Public Offering Price per UnitShare: Underwriting Discount per UnitShare: Proceeds to Company per Unit Share (before expenses): Underwriting Non-accountable expense allowance per Share: SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] 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 Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 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, AGRIFORCE GROWING INTERCLOUD SYSTEMS, LTDINC. 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: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Option UnitsShares: [•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Unit Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties 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 FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of InterCloud Systems, 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, AGRIFORCE GROWING SYSTEMS, 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares and Accompanying Warrants to be Purchased Number of Additional Option Units Shares and Accompanying Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares and Accompanying Frim Warrants: Number of Option UnitsShares and Accompanying Option Warrants: Public Offering Price per UnitShare and Accompanying Warrant: Underwriting Discount per UnitShare and Accompanying Warrant: Proceeds to Company per Unit Share and Accompanying Warrant (before expenses): SCHEDULE 2-B Issuer General Use Free Writing Prospectuses

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMS, MAPI – PHARMA LTD. By: Name: Title: Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Mapi – Pharma Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Option UnitsShares: [•] Number of Shares to Company Introduced Investors: [•] Number of Shares to China Investors: [•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Credit per Share for Company Introduced Investors and China Investors: $[•] Proceeds to Company per Unit Share (before expenses): $[•] Company Introduced Investors: [•] China Investors: [•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses SCHEDULE 3 List of Lock-Up Parties 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 FROM THE EFFECTIVE DATE]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE]. ORDINARY SHARE PURCHASE WARRANT For the Purchase of [_____] Ordinary Shares of MAPI – PHARMA L.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMSMUSCLE MAKER, LTDINC. By: Name: Title: Mxxxxxx X. 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: KINGSWOOD CAPITAL MARKETSALEXANDER CAPITAL, division of Benchmark Investments, Inc. L.P. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement Jxxxxxxx Xxxxxx Managing Director SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised Alexander Capital, L.P. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [●] Number of Option UnitsShares: [●] Public Offering Price per UnitShare: $[●] Underwriting Discount per UnitShare: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Unit Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Directors & Officers: Stockholders: SCHEDULE 4 Subsidiaries and 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 Purchase 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 and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AGRIFORCE GROWING SYSTEMSSidus Space, LTD. 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: KINGSWOOD CAPITAL MARKETSBoustead Securities, division of Benchmark Investments, Inc. LLC By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units to be Purchased if the Over-Allotment Option is Fully Exercised Boustead Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: Number of Option Units: [●] Public Offering Price per UnitFirm Share: $[●] Underwriting Discount per UnitFirm Share: Proceeds to Company $[●] Non-Accountable Expense Allowance per Unit (before expenses): Firm Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [●] SCHEDULE 2-C Written Testing-the-Waters Communications None EXHIBIT A Form of Representative’s Warrant 33 EXHIBIT B 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 Agreement shall constitute a binding agreement between us. Very truly yours, AGRIFORCE GROWING SYSTEMS, LTD. VOCODIA HOLDINGS CORP By: Name: Title: Bxxxx Xxxxxxx 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: KINGSWOOD CAPITAL MARKETSALEXANDER CAPITAL, division of Benchmark Investments, Inc. L.P. By: Name: Title: Jxxxxxxx Xxxxxx Managing Director [Vocodia Holdings Corp - Underwriting Agreement Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised Alexander Capital, L.P. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [●] Number of Option UnitsShares: [●] Public Offering Price per UnitShare: $[●] Underwriting Discount per UnitShare: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Unit Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesWritten Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Directors & Officers: Bxxxx Xxxxxxx Jxxxx Xxxxxxx Mxxx Xxxxxxx Lxxxxxx Xxxxx Rxxxxxx Xxxxx Nxx X. Xxxxxx [●] Stockholders: [Life Line Distribution LLC] Mxxxxx Xxxxxxx [●] EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement [__], 2023 Alexander Capital, L.P., as Representative 10 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of the several Underwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Vocodia Holdings Corp, a Wyoming corporation (the “Company”), providing for the initial public offering (the “Initial Public Offering”) by the several underwriters named in [ ] of the Underwriting Agreement of shares of common stock, par value $0.0001 per share, of the Company (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Representative to continue its efforts in connection with the Initial 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 180 days after the date of the final prospectus (the “Prospectus”) relating to the Initial 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, AGRIFORCE GROWING SYSTEMS, LTD1847 XXXXXXXX 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: KINGSWOOD CAPITAL MARKETS, division THINKEQUITY A Division of Benchmark InvestmentsFordham Financial Management, Inc. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. 1847 XXXXXXXX INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: Number of Option UnitsShares: Public Offering Price per UnitShare: $ Underwriting Discount per UnitShare: $ Underwriting Non-accountable expense allowance per Share: $ Proceeds to Company per Unit Share (before expenses): $ SCHEDULE 2-B Issuer General Use Free Writing ProspectusesSCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxx Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx Xxxxxx Xxxxxxx Xxxx Xxxx The 2020 Xxxxxx Xxxxxxx Trust The 2020 Xxxx Xxxxxxx Trust EXHIBIT B Lock-Up Agreement _________, 2021 ThinkEquity A Division of Fordham Financial Management, Inc. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that ThinkEquity, a Division of Fordham Financial Management, Inc. (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with 1847 Xxxxxxxx Inc., a Delaware corporation (the “Company”), providing for a public offering (the “Public Offering”) of shares of 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 90 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; (f) the receipt by the undersigned from the Company of Common Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Common Shares or any securities convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within [90] days after the date of the Underwriting Agreement, and after such [90]th day, if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (j) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date hereof to and including the 34th day following the expiration of the Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period has expired. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by June 30, 2021, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name - Please Print) (Signature) (Name of Signatory, in the case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: EXHIBIT C Form of Press Release 1847 XXXXXXXX INC. [Date] 1847 Xxxxxxxx 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. EXHIBIT D Form of Opinion of Counsel

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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] Exhibit 1.1 [Signature Page] 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 usbelow. Very truly yours, AGRIFORCE GROWING SYSTEMSArch therapeutics, LTD. 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark InvestmentsXxxxxx Xxxxx Securities, Inc. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement Exhibit 1.1 SCHEDULE 1 Underwriter Total Number of Firm Units Securities to be Purchased Number of Additional Option Units to be Purchased if the Over-Allotment Option is Fully Exercised TOTAL Xxxxxx Xxxxx Securities, Inc. [●] [●] Total: [●] SCHEDULE 2-A 2 Pricing Information Number of Firm UnitsShares: [●] Number of Firm Warrants: [●] Warrants Number of Option UnitsShares: [●] Number of Option Warrants: [●] Warrants Public Offering Price per Unitone Firm Share and one Warrant: $[●] Underwriting Discount per Unitone Firm Share and one Warrant: Proceeds to Company $[●] (8.0%) Price per Unit Option Share: $[●] Underwriting Discount per Option Share: $[●] Price per Option Warrant: $0.01 Underwriting Discount per Option Warrant: $0.0092 (before expenses): SCHEDULE 28.0%) EXHIBIT A Form of Lock-B Issuer General Use Free Writing ProspectusesUp 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] Fit Boxx Holdings 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, AGRIFORCE GROWING SYSTEMS, LTD. Fit Boxx Holdings Limited By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark InvestmentsWestPark Capital, Inc. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement On behalf of each of the Underwriters SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Total Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised TOTAL WestPark Capital, Inc. [●] [●] Total: [●] [●] SCHEDULE 2-A 2 Pricing Information Number of Firm UnitsShares: [●] Number of Option UnitsShares: [●] Public Offering Price per UnitShare: $[●] Underwriting Discount per UnitShare: Proceeds to Company $[●] (8% per Unit (before expenses): Share) SCHEDULE 2-B I Issuer General Use Free Writing ProspectusesProspectuses None. 28 EXHIBIT A Form of Representative’s Warrant 29 EXHIBIT B 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, AGRIFORCE GROWING SYSTEMSCELLECTAR BIOSCIENCES, LTDINC. By: Name: Sixxx Xxxxxx, PhD 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: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: [Signature PageCOMPANY] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised Aegis Capital Corp. TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Warrants: [.] Number of Option UnitsShares: [•] Number of Option Warrants: [.] Public Offering Price per UnitShare: $[•] Public Offering Price per Warrant: $[.] Underwriting Discount per UnitShare: $[•] Underwriting Discount per Warrant: $[.] Underwriting Non-accountable expense allowance per share and warrant: $[•] Proceeds to Company per Unit share and warrant (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties 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 [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Cellectar Biosciences, 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, AGRIFORCE GROWING SYSTEMS, LTDPASITHEA THERAPEUTICS CORP. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSXX XXXXXX, division of Benchmark Investments, Inc. LLC By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased Number of Additional Option Units Shares and Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised XX Xxxxxx, division of Benchmark Investments, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Units: [ ] Number of Option UnitsShares: [ ] Number of Option Warrants: [ ] Public Offering Price per Firm Unit: [ ] Public Offering Price per Option Share and Option Warrant: [ ] Underwriting Discount per Firm Unit: [ ] Underwriting Discount per Option Share and Option Warrant: [ ] Underwriting Non-accountable Expense Allowance per Firm Unit: [ ] Proceeds to Company per Firm Unit (before expenses): [ ] Proceeds to Company per Option Share and Option Warrant (before expenses): [ ] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses FWP filed with the Commission on [ ]. SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties [ ] 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 DATE OF THE UNDERWRITING AGREEMENT (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 [ ], 20211. VOID AFTER 5:00 P.M., EASTERN TIME, [●]2, 2026. WARRANT TO PURCHASE COMMON STOCK PASITHEA THERAPEUTICS CORP. Warrant Shares: [ ] Issuance Date: [ ] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, XX Xxxxxx, division of Benchmark Investments, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 20213 (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 (such date, the “Termination Date”) that is five (5) years following the effective date of the offering, but not thereafter, to subscribe for and purchase from Pasithea Therapeutics Corp., a Delaware corporation (the “Company”), up to [ ] shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AGRIFORCE GROWING SYSTEMSAZURRX BIOPHARMA, LTDINC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSWALLACHBETH CAPITAL, division of Benchmark Investments, Inc. LLC By: Name: Title: [Signature Page] AgriFORCE Growing SystemsNETWORK 1 FINANCIAL SECURITIES, Ltd. INC. By: Name: Title: AZURRX BIOPHARMA, INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised WallachBeth Capital, LLC Network 1 Financial Securities, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [●] Number of Option UnitsShares: [●] Public Offering Price per UnitShare: $[●] Underwriting Discount per UnitShare: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Unit Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Johan M. (Thijs) Sxxxx Xxxxxx Dxxxxx Xxxxxx J. Xxxxxxxxx Axxxxxxx Xxxxxxx Mxxxx Xxxxxxxx Pelican Partners LLC Jxxxx Xxxxxxx Rxxxxxx Xxxxxxx ADEC Private Equity Investment, LLC EBR Ventures, LLC SCHEDULE 4 Subsidiaries and Affiliates AzurRx BioPharma SAS EXHIBIT A Form of Representatives’ Warrant Agreement EXHIBIT B Form of Lock-Up Agreement [●], 2016 WallachBeth Capital, LLC Network 1 Financial Securities, Inc. As Representatives of the several Underwriters named on Schedule 1 attached hereto c/o WallachBeth Capital, LLC 100 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 c/o Network 1 Financial Securities, Inc. 2 Xxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with AzurRx BioPharma, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.0001 per share, of the Company (the “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AGRIFORCE GROWING INTERCLOUD SYSTEMS, LTDINC. 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: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: [Signature Page] AgriFORCE Growing SystemsINTERCLOUD SYSTEMS, Ltd. INC. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Aegis Capital Corp. [ ] TOTAL [ ] Underwriter Total Number of Additional Option Units Firm Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. [ ] TOTAL [ ] SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Option UnitsFirm Warrants: [•] Number of Additional Shares: [•] Number of Additional Warrants: [•] Warrant exercise price: $[•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Unit Share (before expenses): $[•] Public Offering Price per Warrant: $[•] Underwriting Discount per Warrant: $[•] Proceeds to the Company per Warrant (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMSU.S. RARE EARTHS, LTDINC. By: Name: Title: 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: Name: Xxxxxx X. Xxxx Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised TOTAL SCHEDULE 2-A Pricing Information Number of Firm Units: Warrants to be Purchased Number of Additional Warrants to be Purchased if Over- Allotment Option Units: Public Offering Price per Unit: Underwriting Discount per Unit: Proceeds is Fully Exercised Aegis Capital Corp TOTAL EXHIBIT A Form of Warrant C-1 EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-Up Agreement EXHIBIT D Form of Press Release [Form of Press Release] U.S. Rare Earths, Inc. [Date] U.S. Rare Earths, 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 common stock, is [waiving] [releasing] a lock-up restriction with respect to Company per Unit (before expenses): SCHEDULE 2-B Issuer General Use Free Writing Prospectusesshares 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. ANNEX 1 Seaglass Holding Corp. — 100% owned by U.S. Rare Earths, 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, AGRIFORCE GROWING SYSTEMSJAGUAR ANIMAL HEALTH, LTDINC. By: Name: Title: Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised TOTAL Aegis Capital Corp CRT Capital Group LLC Feltl and Company, Inc. SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: Number of Option UnitsAdditional Shares: Public Offering Price per UnitShare: $ Underwriting Discount per UnitShare: $ Proceeds to Company per Unit Share (before expenses): $ Underwriting Non-accountable expense allowance per Share: $ SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses Free writing prospectus filed with the SEC on [·], 2015 SCHEDULE 0-X Xxxxxxx Xxxxxxx-xxx-Xxxxxx Xxxxxxxxxxxxxx Xxxx SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement Reference is made to Exhibit 10.33 to the Registration Statement on Form S-1 (File Number 333-198383) of Jaguar Animal Health, Inc., which is incorporated by reference. EXHIBIT B Lock-Up Agreement , 2015 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”), together with the several underwriters, proposes to enter into an Underwriting Agreement (the “Underwriting Agreement “) with Jaguar Animal Health, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.0001 per share, of the Company (the “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AGRIFORCE GROWING SYSTEMSCORTIGENT, LTDINC. By: Name: Xxxxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THINKEQUITY LLC By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity LLC TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: Number of Option UnitsShares: Public Offering Price per UnitShare: $ Underwriting Discount per UnitShare: $ Underwriting Non-accountable expense allowance per Share: $ Proceeds to Company per Unit Share (before expenses): $ SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Vivani Medical, Inc. Xx. Xxxx Xxxxxxxxxx Xxxxxxxx Xxxxx Xxxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Xxxx Xxxxx 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 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 CORTIGENT, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2023 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 ____, 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 Cortigent, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AGRIFORCE GROWING SYSTEMSDuos Technologies Group, LTD. 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: KINGSWOOD CAPITAL MARKETS, division THINKEQUITY A Division of Benchmark InvestmentsFordham Financial Management, Inc. By: ___________________________ Name: Title: [Signature PageISSUER] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. The Benchmark Company, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Option UnitsShares: [•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Unit Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Gxxxxx X. Xxxxxxx Axxxxx X. Xxxxxxxx Bxxxx X. Xxxxx Kxxxxxx Xxxxxx Nxx Xxxxxxxxxxx Cxxxxx X. Xxxxx EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form Lock-Up Agreement [•], 2020 ThinkEquity A Division of Fordham Financial Management, Inc. 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that ThinkEquity, a Division of Fordham Financial Management, Inc. (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Duos Technologies Group, Inc., a Florida corporation (the “Company”), providing for the [initial] public offering (the “Public Offering”) of shares of common stock, par value $0.001 per share, of the Company (the “Common Shares”). To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending ninety (90) 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; (f) the receipt by the undersigned from the Company of Common Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Common Shares or any securities convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within [90] days after the date of the Underwriting Agreement, and after such [90]th day, if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (j) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. 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 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. 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 March 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 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)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, AGRIFORCE GROWING SYSTEMS, LTD. CBL INTERNATIONAL LIMITED By: Name: Title: 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: KINGSWOOD CAPITAL MARKETSPACIFIC CENTURY SECURITIES, division of Benchmark Investments, Inc. LLC By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. CBL INTERNATIONAL LIMITED. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units to be Purchased if the Over-Allotment Option is Fully Exercised Pacific Century Securities, LLC [___] TOTAL [___] SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: Number of Option Units: [__] Public Offering Price per UnitFirm Share: $[__] Underwriting Discount per UnitFirm Share: $[__] Proceeds to Company per Unit Firm Share (before expenses): $[__] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [__] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Lock-Up Agreement Lock-Up Agreement [__, 2022] Pacific Century Securities, LLC Ladies and 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 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, AGRIFORCE GROWING SYSTEMSAASTROM BIOSCIENCES, LTDINC. 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. LADENBURG XXXXXXXX & CO. INC. By: Name: Title: [Signature Page] AgriFORCE Growing SystemsAASTROM BIOSCIENCES, Ltd. – Underwriting Agreement INC. — UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment allotment Option is Fully Exercised Ladenburg Xxxxxxxx & Co. Inc. Trout Capital LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: Number of Option UnitsShares: Public Offering Price per Unitshare: $ Underwriting Discount per Unitshare: Proceeds to Company per Unit (before expenses): $ SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 3 List of Lock-Up Parties 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 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 us. Very truly yours, AGRIFORCE GROWING SYSTEMSLIRUM THERAPEUTICS, LTDINC. By: Name: Title: Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THINKEQUITY LLC By: Name: Title: [Signature signature Page] AgriFORCE Growing SystemsLirum Therapeutics, Ltd. Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised ThinkEquity LLC. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [•] Number of Option UnitsShares: [•] Public Offering Price per UnitShare: $[•] Underwriting Discount per UnitShare: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Unit Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Sch. 3-1 EXHIBIT A Form of Lock-Up Agreement [•], 2024 ThinkEquity LLC 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that ThinkEquity LLC (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Lirum Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) of shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”). 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, for a period (the “Lock-Up Period”), as applicable: (a) commencing on the date hereof and ending twelve (12) months from the date of the Public Offering, with respect to the Company’s directors and officers; or (b) commencing on the date hereof and ending six (6) months from the date of the Public Offering, with respect to any other holder of the Company’s stock, (1) offer, pledge, issue, sell, contract to sell, encumber, grant any option for the sale of or contract to purchase, purchase any option or contract to sell or otherwise dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into, exercisable for or exchangeable for shares of 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 (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of the Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. 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 Stock upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Stock 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 Stock or any securities convertible into Common Stock to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within 90 days after the date of the Underwriting Agreement, and after such 90th day, if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Stock 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 Stock 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 conversion of the outstanding preferred stock of the Company into Common Stock, provided that such Common Stock remain subject to the terms of this agreement; (j) 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 (k) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Stock 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 thirty-fourth (34th) day following the expiration of the Lock-Up Period, the undersigned will give notice thereof to the Company. 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 of Common Stock 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 December 31, 2024, 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 Stock to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name - Please Print) (Signature) (Name of Signatory, in the case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: EXHIBIT C Form of Press Release LIRUM THERAPEUTICS, INC. [Date] Lirum Therapeutics, Inc. (the “Company”) announced today that ThinkEquity 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, AGRIFORCE GROWING SYSTEMSKIROMIC BIOPHARMA, LTDINC. 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: KINGSWOOD CAPITAL MARKETS, division THINKEQUITY A Division of Benchmark InvestmentsFordham Financial Management, Inc. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. [ ] [ ] TOTAL [ ] [ ] SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [ ] Number of Option UnitsShares: [ ] Public Offering Price per UnitShare: $[ ] Underwriting Discount per UnitShare: $[ ] Underwriting Non-accountable expense allowance per Share: $[ ] Proceeds to Company per Unit Share (before expenses): $[ ] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AGRIFORCE GROWING SYSTEMSLEVEL BRANDS, LTDINC. 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: KINGSWOOD CAPITAL MARKETSTHINKEQUITY, division A Division of Benchmark InvestmentsFordham Financial Management, Inc. By: Name: Exxx Xxxx Title: [Signature Page] AgriFORCE Growing SystemsHead of Investment Banking Level Brands, Ltd. Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Units ofFirm Shares to be Purchased Number of Additional Option Units Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: [●] Number of Option UnitsShares: [●] Public Offering Price per UnitShare: $[●] Underwriting Discount per UnitShare: $[●] Proceeds to Company per Unit Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing ProspectusesProspectuses Free writing prospectus filed with the SEC on [ ], 2018 SCHEDULE 3