Common use of Waiver, etc Clause in Contracts

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: Chief Executive Officer [Revere Securities, LLC 2,000,000 Number of Firm Shares: 2,000,000 Public Offering Price per Firm Share: [$4.00] Underwriting Discount per Firm Share: $ Proceeds to Company per Firm Share (before expenses): $ None. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED FLEWBER 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: By: Name: Xxxxxx Xxxxxxxxxxx Title: Chief Executive Operating Officer [Revere Securities, XX Xxxxxx LLC 2,000,000 Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] [None.] [None.] 1. Xxxx Xxxxxxx 2. Xxxxx Xxxxx 3. Xxxxxx Xxxxxx 4. Xxxxx Xxxxx 5. Xxxxxx Xxxxx 6. Xxxxxx Xxxxx 7. Xxx XxXxxx Xxxxx Xxxxxxx 1. I Financial Ventures Group LLC (9-Month Lock-Up) 2. Xxx Xxxxxxx (6-month Lock-Up) THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, XXXX 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 (1)(2180) 11,000,000 DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) XX XXXXXX LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF XX XXXXXX LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 days Xxx Xxx XxxxxxxDAYS] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., XXXX EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ Initial Exercise Date: ______, 2024 THIS WARRANT TO PURCHASE COMMON STOCK (1)(2this “Warrant”) 11,000,000 180 days Xxxx Xxxxxcertifies that, XXXX(1)(2for value received, XX Xxxxxx LLC or its assigns (the “Holder”) 11,000,000 180 days is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Flewber Global 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). This Warrant is being issued in connection with that certain underwriting agreement, dated as of [●], 202[●], by and between the Company and XX Xxxxxx Xxx XxxxxxLLC, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited as representative of the underwriter(s) named therein (1)(2) 11,000,000 180 daysthe “Underwriting Agreement”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, TAPINATOR, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Xxxx Xxxx Title: Chief Executive Officer [Revere SecuritiesHead of Investment Banking ThinkEquity, LLC 2,000,000 a division of Fordham Financial Management, Inc. . Number of Firm Units: [•] Number of Option Shares: 2,000,000 [•] Number of Option Warrants: [•] Public Offering Price per Firm ShareUnit: $[$4.00•] Underwriting Discount per Firm ShareUnit: $ $[•] Underwriting Non-accountable expense allowance per Firm Unit: $[•] Proceeds to Company per Firm Share Unit (before expenses): $ $[•] [None.] Written Testing-the-Waters Communications [None.] Xxxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxx Xxxxxxx Xxxxxx-Famaian Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxx 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. Xxx XxTHIS 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., XXXX EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (1)(2the “Warrant”) 11,000,000 180 days Xxx Xxx Xxxxxxxcertifies that, XXXX for value received, _____________ or its assigns (1)(2the “Holder”) 11,000,000 180 days Xxxx Xxxxxis entitled, XXXX(1)(2upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 20[__] (the “Initial Exercise Date”) 11,000,000 180 days Xxxxxx Xxx Xxxxxxand, WU 0 180 days Xxxxxin accordance with FINRA Rule 5110(f)(2)(G)(i), XXXX 0 180 days B Xxx Xxxxxprior 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, XXX 0 180 days Kit Wato subscribe for and purchase from TAPINATOR, TO Oriental Moon Tree Limited INC., a Delaware corporation (1)(2) 11,000,000 180 daysthe “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. If the foregoing correctly 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. GARDEN STAGE LIMITED Very truly yours, BRANCHOUT FOOD INC. By: Name: Title: Exxx 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: By: Name: Title: Chief Executive Officer Jxxxxxxx Xxxxxx Managing Director Alexander Capital, L.P. [Revere ●] [165,000] Spartan Capital Securities, LLC 2,000,000 [●] 0 Number of Firm Shares: 2,000,000 [1,100,000] Number of Option Shares: [165,000] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] [None.] Exxx Xxxxx Dxxxxxx Xxxxx Jxxx Xxxxxxxx Dxxxx Xxxxxx Gxxx Xxxxxxxxxx [●] Exxx Xxxxx Dxxxx Xxxxxx [●] Alexander Capital, L.P., as Representative 10 Xxxxx Xxxxxx New York, New York 10004 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of the several Underwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with BranchOut Food Inc., a Nevada 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 $0.001 per share, of the Company (the “Shares”). Xxx XxCapitalized 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, XXXX 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 360 days after the date of the final prospectus (1)(2the “Prospectus”) 11,000,000 180 days Xxx Xxx Xxxxxxxrelating to the Initial Public Offering (the “Lock-Up Period”), XXXX (1)(21) 11,000,000 180 days Xxxx Xxxxxoffer, XXXX(1)(2pledge, 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) 11,000,000 180 days Xxxxxx Xxx Xxxxxxenter into any swap or other arrangement that transfers to another, WU 0 180 days Xxxxxin whole or in part, XXXX 0 180 days B Xxx Xxxxxany of the economic consequences of ownership of the Lock-Up Securities, XXX 0 180 days Kit Wawhether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, TO Oriental Moon Tree Limited in cash or otherwise; (1)(23) 11,000,000 180 daysmake any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, SACKS PARENTE GOLF COMPANY, INC. By: Name: Txx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Mxxxxxx Xxxxxx Title: Chief Executive Officer [Revere SecuritiesManaging Director, Head of Equity Capital Markets The Benchmark Company, LLC 2,000,000 . TOTAL Number of Firm Shares: 2,000,000 [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] [None.] None. 1. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Dr. Gxxx Xxxxxxxx 2. Bxxxx Xxxx 3. Dxxxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days 4. Txxxxxx Xxxxxxxx 5. Axxxxxx Xxxxxxxx 6. Sxxxx Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION By: ___________________________________ Name: Xxxxxxxx X. Xxxxx Title: Confirmed as Chairman of the Board Accepted on the date first written above mentionedwritten. EARLYBIRDCAPITAL, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Chief Executive Officer [Revere Securities, LLC 2,000,000 Managing Director SCHEDULE I TREMISIS ENERGY ACQUISITION CORPORATION 3,500,000 UNITS Number of Firm Shares: 2,000,000 Public Offering Price per Firm Share: [$4.00] Underwriting Discount per Firm Share: $ Proceeds Units Underwriter to Company per Firm Share (before expenses): $ None. Xxx Xxbe Purchased ----------- --------------- EarlyBirdCapital, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysInc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter Agreement shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, VOCODIA HOLDINGS CORP By: Name: Title: Xxxxx 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: By: Name: Title: Chief Executive Officer [Revere SecuritiesXxxxxxxx Xxxxxx Managing Director Alexander Capital, LLC 2,000,000 L.P. 1,000,000 150,000 Number of Firm Shares: 2,000,000 1,000,000 Number of Option Shares: 150,000 Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] [None.] List of Lock-Up Parties1 Xxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxx Xxx X. Xxxxxx 1 CMF to update/confirm Alexander Capital, L.P., as Representative 00 Xxxxx Xxxxxx New York, New York 10004 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of the several Underwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Vocodia Holdings Corp, a Wyoming corporation (the “Company”), providing for the initial public offering (the “Initial Public Offering”) by the several underwriters named in Schedule 3 of the Underwriting Agreement of shares of common stock, par value $0.0001 per share, of the Company (the “Shares”). Xxx XxCapitalized 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, XXXX (1)(2) 11,000,000 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 Xxx Xxx Xxxxxxxafter the date of the final prospectus (the “Prospectus”) relating to the Initial Public Offering (the “Lock-Up Period”), XXXX (1)(21) 11,000,000 180 days Xxxx Xxxxxoffer, XXXX(1)(2pledge, 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) 11,000,000 180 days Xxxxxx Xxx Xxxxxxenter into any swap or other arrangement that transfers to another, WU 0 180 days Xxxxxin whole or in part, XXXX 0 180 days B Xxx Xxxxxany of the economic consequences of ownership of the Lock-Up Securities, XXX 0 180 days Kit Wawhether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, TO Oriental Moon Tree Limited in cash or otherwise; (1)(23) 11,000,000 180 daysmake any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, CO-DIAGNOSTICS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: By: Name: Title: Chief Executive Officer [Revere NETWORK 1 FINANCIAL SECURITIES, INC. By: Name: Title: WallachBeth Capital, LLC - - Network 1 Financial Securities, LLC 2,000,000 Inc. - - TOTAL - - Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] None. Xxx XxNone. Xxxxxx X. Xxxx Xxxxx Xxxxxxxxxxx Xxxx X Xxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx Legends Capital Group, XXXX LLC CoDiagnostics, Ltd. Reagents, LLC DNA Logix, Inc. Xxxx Rapid Response, Inc. 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 (1)(2180) 11,000,000 180 days Xxx Xxx XxxxxxxDAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) [__________] OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, XXXX OR (1)(2II) 11,000,000 180 days Xxxx XxxxxA 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 [________________] [DATE THAT IS ONE (1) YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., XXXX(1)(2EASTERN TIME, [_______________] [DATE THAT IS FIVE (5) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysYEARS 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, FLEWBER 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: By: THINKEQUITY LLC Name: Title: Chief Executive Officer [Revere Securities, ThinkEquity LLC 2,000,000 Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] [None.] [None.] 1. Xxx Xx, XXXX Xxxx Xxxxxxx 2. Xxxxx (1)(2Xxx) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysYu

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, INTENSITY THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: Chief Executive Officer [Revere SecuritiesXxxx Capital Partners, LLC 2,000,000 [ ] [ ] The Benchmark Company, LLC [ ] [ ] Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] Issuer Free Writing Prospectus filed on November 24, 2021. Issuer Free Writing Prospectus filed on December 16, 2021. Issuer Free Writing Prospectus filed on January 7, 2022. Issuer Free Writing Prospectus filed on April 20, 2022. Issuer Free Writing Prospectus filed on September ,2022. None. Xxxxx X. Xxxxxx Xx. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days X. Walters Xxxxxxx Xxxx Xxxx Xxxxxxxxxx Xxxxxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, ATHERONOVA INC. By: /s/ Name: Txxxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: Chief Executive Officer [Revere SecuritiesAegis Capital Corp Mxxxxxxx Capital , LLC 2,000,000 Inc. Number of Firm Shares: 2,000,000 Number of Firm Warrants: Number of Additional Shares: Number of Additional Warrants: Public Offering Price per Firm Share: Public Offering Price per Warrant: [$4.00None.] Underwriting Discount per Firm Share: $ Proceeds to Company per Firm Share Txxxxx Xxxxxxx Mxxx Xxxxxxxx Bxxxx Xxxxxx Cxxxx Xxxxx Gxxx Xxxxxxx Axxxxxxxx Xxxxxxxx Pxxx XxXxxxx Jxxxx Xxxxx Fxxx Xxxxx Europa International, Inc. ACT Capital Management LLLP Axxx Xxxxx Cxxxx Xxxxxxxxxxxx OOO CardioNova 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 (before expenses): $ NoneDEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. Xxx XxOR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, XXXX OR (1)(2II) 11,000,000 180 days Xxx Xxx XxxxxxxA 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., XXXX (1)(2) 11,000,000 180 days Xxxx XxxxxEASTERN TIME, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days[___________________] [DATE THAT IS FIVE YEARS 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. If the foregoing correctly 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. GARDEN STAGE Very truly yours, MXXX XXXXX GROUP HOLDINGS LIMITED By: Name: Title: Cxx Xxxx Xxx Chairman and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: Chief Executive Officer ALEXANDER CAPITAL, L.P. Jxxxxxxx Xxxxxx Managing Director Alexander Capital, L.P. [●] [●] Revere Securities, Securities LLC 2,000,000 [●] [●] Number of Firm Shares: 2,000,000 1,500,000 Number of Option Shares: 225,000 Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $ None. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days$[●]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, MUSCLE MAKER, INC. 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: By: [Name: ] [Title: Chief Executive Officer [Revere Securities] Alexander Capital, LLC 2,000,000 L.P. TOTAL Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] [None.] [None.] Kxxxx Xxxxx Mxxxxxx X. Xxxxx Kxxxxxx Xxxxxx Fxxxxxxxx Gxxxxxxxxx Xxxxx Infantee Nxxx XxXxxxxx A.X. Xxxxxxxx III Pxxx X. Xxxxxxx Jxxx Xxxxxxx Pxxxx X. Xxxxxxxxx Oxxxxxxxx Xxxxxxxxxxx P. John, LLC Jxxx Xxxxxxx 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). Xxx XxTHIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS ONE (1) YEAR FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., XXXX EASTERN TIME, [ ] [DATE THAT IS FIVE (1)(25) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysYEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT].

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, STRONG GLOBAL ENTERTAINMENT, INC. By: /s/ Mxxx X. Xxxxxxxx Name: Mxxx X. Xxxxxxxx Title: Chief Executive Officer FG GROUP HOLDINGS INC. By: /s/ Mxxx X. Xxxxxxxx Name: Mxxx X. Xxxxxxxx Title: Chief Executive Officer STRONG/MDI SCREEN SYSTEMS, INC. By: /s/ Rxx X. Xxxxxxx Name: Rxx X. Xxxxxxx Title: President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Chief Executive Officer [Revere SecuritiesManaging Director, Head of Equity Syndicate ThinkEquity LLC 2,000,000 . 1,000,000 150,000 Number of Firm Shares: 2,000,000 Public 1,000,000 Number of Option Shares: 150,000 Number of Representative’s Warrants: 50,000 Firm Share Offering Price per Firm Share: [$4.00] 4.00 Underwriting Discount per Firm Share: $ $0.28 Underwriting Non-accountable expense allowance per Share: $0.04 Proceeds to Company per Firm Share (before expenses): $ $3.68 Free writing prospectus as filed with the Securities and Exchange Commission on May 11, 2023. None. Xxx XxFG Group Holdings Inc. Strong/MDI Screen Systems, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Inc. Mxxx X. Xxxxxxxx Txxx X. Xxxxx Rxx X. Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Remainder of the page intentionally left blank; signature page follows] If the foregoing correctly sets forth the is in accordance with your understanding between the Underwriters and the Companyof our agreement, please so indicate in sign and return to the space provided below for that purposeCompany a counterpart hereof, whereupon this letter shall constitute instrument, along with all counterparts, will become a binding agreement between usthe Placement Agent and the Company in accordance with its terms. GARDEN STAGE LIMITED Very truly yours, MATINAS BIOPHARMA HOLDINGS, INC. By: /s/ Jxxxxx X. Xxxxxxx 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: By: Name: Jxxxxx X. Xxxxxxx Title: Chief Executive Officer [Revere SecuritiesConfirmed and Accepted: THINKEQUITY By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Head of Investment Banking None None. Jxxxxx X. Xxxxxxx Dxxxxxxx X. XxXxxxx Rxxxxxx X. Xxxxxxx Gxxx Xxxxxxxx Exxx Xxxx Jxxxx X. Xxxxxxxx Axxx X. Xxxxx Mxxxxxx Xxxxxx Rxxxxx Xxxxxx Name State of Incorporation Matinas BioPharma, LLC 2,000,000 Number of Firm Inc. Delaware Matinas BioPharma Nanotechnologies, Inc. Delaware THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE YEAR FOLLOWING THE CLOSING 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 JUNE 21, 2019. VOID AFTER 5:00 P.M., EASTERN TIME, JUNE 21, 2023. Warrant Shares: 2,000,000 Public Offering Price _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity, a Division of Fordham Financial Management, Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June 21, 2019 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $0.0001 per Firm Share: [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). This Warrant is issued in connection with an offering (the “Offering”) of Series B Convertible Preferred Stock, par value $4.00] Underwriting Discount 0.0001 per Firm Share: $ Proceeds to Company per Firm Share (before expenses): $ None. Xxx Xxshare, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysof the Company.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, CANCER PREVENTION PHARMACEUTICALS, 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: AEGIS CAPITAL CORP. By: Name: Title: Chief Executive Officer [Revere Securities, LLC 2,000,000 Aegis Capital Corp. Number of Firm Shares: 2,000,000 [•] Number of Option Shares: [•] Number of Firm Shares to Company Introduced Investors: [•] Public Offering Price per Firm Share: $[$4.00•] Underwriting Discount per Firm Share: $ $[•] Underwriting Non-accountable expense allowance per Share: $[•] Credit per Share for Company Introduced Investors: $[•] Proceeds to Company per Firm Share (before expenses): $ None. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx $[•] Company Introduced Investors: Sucampo AG Jxxxxxx Xxxxx Cxxxxxxxxxx Xxxxxxx Exxxxx Xxxxxx, WU 0 180 days XxxxxPh.D. Dxxxxx Xxxxxxx Rxxxxxx Xxxx Jxx Xxxx Fxxxx X. Xxxxxxxx, XXXX 0 180 days B Xx. M.D., C.A.C.P. Meyskens Pharmaceuticals Investors, LLC Gxxxxx Pharmaceuticals Investors, LLC Txxxxxx Family Trust Translational Accelerator, LLC Sxxxxx Xxxxxx Cxxxxxxxxxx X. Xxxxxxx 678 Trust Dxxxxxx Xxxxxx Westport Boys, LLC Lxxxx Xxxxxxxx Txxxxx Xxxxxxx TVP Management Company, LLC Sucampo A.G. [Add other holders] Xxxxx Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx XxxxxXxxx, XXX 0 180 days Kit WaXxx 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 Cancer Prevention Pharmaceuticals, TO Oriental Moon Tree Limited Inc., a Delaware corporation (1)(2the “Company”), providing for the public offering (the “Public Offering”) 11,000,000 180 daysof 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, ACURX PHARMACEUTICALS, INC. By: Name: Title: Dxxxx Xxxx President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: ALEXANDER CAPITAL, L.P. By: Name: Title: Chief Executive Officer [Revere SecuritiesJxxxxxxx Xxxxxx Managing Director Alexander Capital, L.P. WallachBeth Capital, LLC 2,000,000 TOTAL Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] None. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Dxxxx X. Xxxx Rxxxxx X. XxXxxxxx Rxxxxx X. Xxxxxx Cxxx X. Xxxxxx Txxxxx Xxxxxxxx Jxxxxx X. Xxxxxxx Jxxx X. Xxxx Jxxxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, SACKS PARENTE GOLF COMPANY, INC. By: Name: Txx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THE BENCHMARK COMPANY, LLC By: Name: Jxxx X. Xxxxx XXX Title: Chief Executive Officer [Revere SecuritiesSenior Managing Director The Benchmark Company, LLC 2,000,000 . 3,200,000 TOTAL 3,200,000 Number of Firm Shares: 2,000,000 3,200,000 Public Offering Price per Firm Share: [$4.00] 4.00 Underwriting Discount per Firm Share: $ $0.28 Proceeds to Company per Firm Share (before expenses): $ $3.72 [None.] None. 1. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Dr. Gxxx Xxxxxxxx 2. Bxxxx Xxxx 3. Dxxxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days 4. Txxxxxx Xxxxxxxx 5. Axxxxxx Xxxxxxxx 6. Sxxxx Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, By: Name: Fxxxx X. Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Rxxxxx Xxxx Title: Chief Executive Officer [Revere Securities, LLC 2,000,000 Aegis Capital Corp. 453,333 38,533 Number of Firm Shares: 2,000,000 453,333 Number of Additional Shares: 38,533 Public Offering Price per Firm Share: [$4.00] 7.50 Underwriting Discount per Firm Share: $ $0.525 Proceeds to Company per Firm Share (before expenses): $ None. Xxx Xx$6.975 ● Heng Fai Axxxxxx Xxxx ● Fxxxx X. Xxxxxxx ● Jxxx Xxxxxxxx ● Sassuan Lxx ● Jxxx Xxxxxx ● Lo Wah Wai ● Wxxxxxx Xx ● Jxxxx Xxxxx __________, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx 2020 Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, WU 0 180 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Document Security Systems Inc., a New York corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.02 per share, of the Company (the “Shares”). To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date of the Underwriting Agreement and ending forty five (45) days Xxxxxafter such date (the “Lock-Up Period”), XXXX 0 180 (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made during the Lock-Up Period in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the undersigned or a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c), (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the Lock-Up Period; (f) the receipt by the undersigned from the Company of Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer or withholding of Shares or any securities convertible into Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) a transfer or disposition of Lock-Up Securities pursuant to an existing contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act (a “10b5-1 Plan”) or the establishment of a new 10b5-1 Plan for the transfer of Lock-Up Securities, provided that (i) any such new 10b5-1 Plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such new 10b5-1 Plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (j) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any Shares that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days B Xxx Xxxxxbefore the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, XXX 0 180 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 Kit Wabefore the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. No provision in this lock-up agreement shall be deemed to restrict or prohibit the exercise, TO Oriental Moon Tree Limited exchange or conversion by the undersigned of any securities exercisable or exchangeable for or convertible into Shares, as applicable; provided that the undersigned does not transfer the Shares acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a 10b5-1 Plan at any time (1)(2other than the entry into or modification of such a plan in such a manner as to cause the sale of any Lock-Up Securities within the Lock-Up Period) 11,000,000 180 daysor a sale of 100% of the Company’s outstanding Shares. The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by July 31, 2020, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name - Please Print) (Signature) (Name of Signatory, in the case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: Document Security Systems, Inc. (the “Company”) announced today that Aegis Capital Corp., acting as representative for the underwriters in the Company’s recent public offering of the Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, ENSERVCO CORPORATION By: :_______________________________ Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: : A. G.P./ALLIANCE GLOBAL PARTNERS By: :______________________________________ Name: Txxxxx X. Xxxxxxx Title: Chief Executive Officer [Revere SecuritiesManaging Director, LLC 2,000,000 Investment Banking Number of Firm Shares: 2,000,000 Number of Pre-Funded Warrants: Number of Option Shares: Public Offering Price per Firm Share: [$4.00] Public Offering Price per Pre-Funded Warrant: Underwriting Discount per Firm Share: $ Underwriting Discount per Pre-Funded Warrant: Proceeds to Company per Firm Share (before expenses): $ Proceeds to Company per Pre-Funded Warrant (before expenses): None. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Rxxxxxx X. Xxxxxx Xxx Mxxxxxxx Xxxxxxxx Rxxxxx X. Xxxxxx Wxxxxxx X. Xxxxx A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, WU 0 180 days Xxxxx00xx Xxxxx Xxx Xxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysXxxx 00000 Re: Enservco Corporation Ladies and Gentlemen:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters 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. GARDEN STAGE LIMITED Very truly yours, WORKHORSE GROUP INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx 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: CEO NATIONAL SECURITIES CORPORATION By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Chief Executive Officer [Revere Securities, LLC 2,000,000 Vice President Head of Investment Banking Number of Firm Shares: 2,000,000 9,000,000 Public Offering Price per Firm Share: [$4.00] 1.15 Underwriting Discount per Firm Share: $ $0.0805 Proceeds to Company per Firm Share (before expenses): $ $1.0695 None. 1. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx X. Chess 2. Xxxxx XxXxxx 3. H. Xxxxxxxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days 4. Xxxxxx X. Xxxxx 5. Xxxxxxx X. Xxxxx 6. Xxxxx Xxxxxx 7. Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx 8. Xxxxx X. Xxxxxxxxx National Securities Corporation 000 Xxxxx Xxxxxx, WU 0 180 days Xxxxx25th Floor New York, XXXX 0 180 days B Xxx XxxxxNew York 10281 Ladies and Gentlemen: The undersigned understands that National Securities Corporation (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Workhorse Group Inc., XXX 0 180 days Kit Waa Nevada corporation (the “Company”), TO Oriental Moon Tree Limited providing for the public offering (1)(2the “Public Offering”) 11,000,000 180 daysof 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED [Signature Page Follows] By: /s/ Cxxxxxx Xxxxx Name: Cxxxxxx Xxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and itself, as Representative of the several Underwriters named on Schedule 1 heretoUnderwriter: By: /s/ Rxxxxx X. Xxxx Name: Rxxxxx X. Xxxx Title: Chief Executive Officer [Revere Securities, LLC 2,000,000 Aegis Capital Corp. 8,000,000 1,200,000 TOTAL 8,000,000 1,200,000 Number of Firm Shares: 2,000,000 8,000,000 Number of Option Shares: up to 1,200,000 Public Offering Price per Firm Share: [$4.00] US$1.00 Underwriting Discount per Firm Share: $ US$0.08 Proceeds to Company per Firm Share (before expenses): $ NoneUS$0.92 Cxxxxxx Xxxxx Sxxxx Xxxxxx Oxxx Xxxxx Axxxxx Xxxx Xxxx Xx. Jxxx X. Xxxxxxx Dxxxx Xxxxx Pxxx Xxx XxJxxxx Xxxxx Wxxx Xxxxxxx R. Xxxxxxxxx Pxxx Xxxxxx Aegis Capital Corp. 1000 Xxxxxx xx xxx Xxxxxxxx 27th Floor New York, XXXX NY 10105 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (1)(2the “Underwriter”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) 11,000,000 180 with Draganfly Inc., a British Columbia corporation (the “Company”), providing for the public offering (the “Public Offering”) of [●] common shares, no par value, of the Company (the “Shares”). To induce the Underwriter to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, the undersigned will not, during the period commencing on the date hereof and ending ninety (90) days Xxx Xxx Xxxxxxxafter the date of the Underwriting Agreement (the “Lock-Up Period”), XXXX (1)(21) 11,000,000 180 days Xxxx Xxxxxoffer, XXXX(1)(2pledge, 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) 11,000,000 180 days Xxxxxx Xxx Xxxxxxenter into any swap or other arrangement that transfers to another, WU 0 180 days Xxxxxin whole or in part, XXXX 0 180 days B Xxx Xxxxxany of the economic consequences of ownership of the Lock-Up Securities, XXX 0 180 days Kit Wawhether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, TO Oriental Moon Tree Limited in cash or otherwise; (1)(23) 11,000,000 180 daysmake any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Underwriter in connection with: (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made during the Lock-Up Period in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the undersigned (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Underwriter a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made during the Lock-Up Period; (f) the transfer of Shares in connection with the vesting, redemption, settlement, or exercise of restricted share units, stock options, warrants or other rights or awards to receive or purchase Shares (including, in each case, by way of “net” or “cashless” exercise/redemption), including for the payment of the exercise or redemption price, transaction fees and/or tax withholdings or remittance payments due to tax authorities in Canada or the United States (as may be applicable) as a result of the vesting, redemption, settlement, or exercise of such securities, provided that any remaining Shares received upon such exercise, redemption, vesting, settlement or conversion following such transfer shall be subject to the terms of this lock-up agreement and further provided, that the transfer of Shares is limited to the amount needed to satisfy such tax obligation related to vesting of equity compensation; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Time of Sale Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) the entry into, the establishment or amendment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act or automatic securities disposition plans or trading plans to a similar effect permitted under applicable Canadian (federal or provincial) laws, rules and regulations, for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, separation agreement or other court order, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; (j) the transfer of Lock-Up Securities to the Company upon the death, disability, termination of employment or cessation of services; and (k) the transfer of Lock- Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, amalgamation, arrangement, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, By: /s/ Xxxxxx Shape Name: Xxxxxx Shape Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Xxx Xxxxxxxxxx Title: Supervisory Principal If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, By: Name: Xxxxxx Shape Title: Chief Executive Officer [Revere Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: Supervisory Principal XX Xxxxxx, division of Benchmark Investments, LLC 4,037,349 650,602 US Tiger Securities, Inc. 295,000 0 Xxxxxx Xxxxxx & Co. LLC 2,000,000 5,000 0 Number of Firm SharesUnits: 2,000,000 4,337,349 Number of Option Units: 650,602 Public Offering Price per Firm ShareUnit: [$4.00] 4.15 Public Offering Price per Option Unit: $4.15 Underwriting Discount per Firm ShareUnit: $ $0.33 Underwriting Discount per Option Unit: $0.33 Proceeds to Company per Firm Share Unit (before expenses): $ $3.82 Proceeds to Company per Option Unit (before expenses): $3.82 None. Xxx XxXxxxxx Xxxxxxxxx Xxxxxx Shape Xxxxxxxx Xxxxxx Xxxxxxxxxxx Xxxxxxx Xxxx Xxxxxxxx Xxxxxx XxXxxxx Xxxx Xxxxxxxxxxx Xxxxxxxxx Xxxx Xxxxxx Xxxxxxxx Theseus Capital Ltd. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, XXXX 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 (1)(2DEFINED BELOW) 11,000,000 180 days Xxx Xxx XxxxxxxTO ANYONE OTHER THAN (I) XX XXXXXX, XXXX DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (1)(2II) 11,000,000 180 days Xxxx XxxxxA BONA FIDE OFFICER OR PARTNER OF XX XXXXXX, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx XxxxxxDIVISION OF BENCHMARK INVESTMENTS, WU 0 180 days XxxxxLLC 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., XXXX 0 180 days B Xxx XxxxxEASTERN TIME, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days[ ] [DATE THAT IS FIVE YEARS 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer [Revere Boustead Securities, LLC 2,000,000 1,200,000 180,000 TOTAL 1,200,000 180,000 Number of Firm Shares: 2,000,000 1,200,000 Number of Option Shares: 180,000 Public Offering Price per Firm Share: [$4.00] 5.00 Public Offering Price per Option Share: $5.00 Underwriting Discount per Firm Share: $ Proceeds to Company $0.35 Underwriting Discount per Option Share: $0.35 Non-Accountable Expense Allowance per Firm Share Share: $0.05 Non-Accountable Expense Allowance per Option Share: $0.05 None None Xxxx Enterprises of Arizona, Inc. Xxxxx Xxxx Xxxxxx X. Xxxxxx Xxxxx X’Xxxx Xxxxxx Family Holdings, LLC Xxxx Xxx Xxxx Xxxxxxxx Xxxx X. Xxxxxx Xxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxx (before expenses): $ NoneXxx) Xxxxx Xxxxx Xxxxx Xx. Xxx XxThe Xxxxxx Revocable Living Trust Zone Right, XXXX LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS PROVIDED HEREIN AND IN THE UNDERWRITING AGREEMENT BETWEEN BOUSTEAD SECURITIES, LLC (1)(2“BOUSTEAD”) 11,000,000 180 days Xxx Xxx XxxxxxxAND SIGNING DAY SPORTS, XXXX INC., DATED AS OF [●], 202[●] (1)(2THE “UNDERWRITING AGREEMENT”), AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 202[●] (THE “EFFECTIVE DATE”) 11,000,000 180 days Xxxx XxxxxTO ANYONE OTHER THAN (I) BOUSTEAD OR A MEMBER OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, XXXX(1)(2INC. (“FINRA”) 11,000,000 180 days Xxxxxx Xxx XxxxxxPARTICIPATING IN THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER OF SUCH OFFERING AS CONSIDERATION (THE “OFFERING”), WU 0 180 days XxxxxOR (II) AN OFFICER, XXXX 0 180 days B Xxx XxxxxPARTNER, XXX 0 180 days Kit WaREGISTERED PERSON OR AFFILIATE OF BOUSTEAD, EACH OF WHOM SHALL HAVE AGREED TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysTHE RESTRICTIONS CONTAINED HEREIN, THE UNDERWRITING AGREEMENT, AND IN ACCORDANCE WITH FINRA RULE 5110(E)(1). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2023. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 202_.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance noncompliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purposebelow. Very truly yours, whereupon this letter shall constitute a binding agreement between usAEROCLEAN TECHNOLOGIES, INC. GARDEN STAGE 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: By: Name: Title: Chief Executive Officer [Revere SecuritiesTHE BENCHMARK COMPANY, LLC 2,000,000 Number By: Name: Title: The Benchmark Company, LLC [ ] [ ] HCFP/Capital Markets LLC [ ] [ ] Total [ ] [None.] Axxx X. Xxxxxx Dxxxx Xxxxxx, M.D. Mxxx Xxxxxxx Jxxxx XxXxxx Rxxx Xxxxx Mxxxxxx Xxxxx Txxxxx X. XxXxxxxxx Nxxxxxxx XxXxxxxxx Txxxx Xxxxxxx Dateline TV Holdings, Inc. Jxxx X’Xxxxxx O’Xxxxxx Super Fund Mxxxxxx Xxx Lxxxx X. Xxxx Hxxxx Xxxxxx Rxx Xxxxx Rxxx X. Patch _______, 2021 The Benchmark Company, LLC HCFP/Capital Markets LLC as Representatives of Firm the several Underwriters named in Schedule 1 hereto c/o The Benchmark Company, LLC 100 Xxxx 00xx Xx., 00xx Xxxxx Xxx Xxxx, XX 00000 c/o HCFP/Capital Markets LLC 100 Xxxx 00xx Xx., 0xx Xxxxx Xxx Xxxx, XX 00000 Re: AeroClean Technologies, Inc. (the “Company”) - Restriction on Stock Sales Dear Sirs: The undersigned understands that you, as representatives (the “Representatives”) of the several Underwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with AeroClean Technologies, LLC, a Delaware limited liability company (the “Company”), providing for the initial public offering (the “Initial Public Offering”) by the several underwriters named in Schedule I of the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.01 per share, of the Company (the “Shares: 2,000,000 ”). Immediately prior to the Initial Public Offering, the Company will convert into a Delaware corporation pursuant to a statutory conversion, and will change its name to AeroClean Technologies, Inc. As a result of the corporate conversion, all holders of membership interests of the Company will become holders of shares of common stock of AeroClean Technologies, Inc., and the entity that is offering the Shares to the public in the Initial Public Offering Price per Firm Share: [$4.00] will be a Delaware corporation rather than a Delaware limited liability company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Discount per Firm Share: $ Proceeds Agreement. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company per Firm Share (before expenses): $ None. Xxx XxSecurities of the undersigned, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxxnow held or hereafter acquired, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 dayswill not enter the public market at a time that might impair the underwriting effort.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purposeVery truly yours, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Legal 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: Xxxxxx Xxxxx Securities, Inc. By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Chief Executive Officer [Revere CEO On behalf of each of the Underwriters AMEDICA CORPORATION – UNDERWRITING AGREEMENT Xxxxxx Xxxxx Securities, LLC 2,000,000 Inc. 11,441,646 1,716,246 1,716,246 Total 11,441,646 1,716,246 1,716,246 Number of Units: 11,441,646 Number of Firm Shares included in the Units: 11,441,646 Number of Firm Warrants included in the Units: 11,441,646 Shares underlying Firm Warrants: 11,441,646 Number of Option Units: 1,716,246 Number of Option Shares: 2,000,000 1,716,246 Number of Option Warrants: 1,716,246 Shares underlying Option Warrants: 1,716,246 Purchase Price per Option Share: $1.0396 (92% of $1.13) Purchase Price per Option Warrant: $0.0092 (92% of $0.01) Public Offering Price per Firm ShareUnit: [$4.00] 1.14 Underwriting Discount per Firm ShareUnit: $ $0.0912 Underwriting Non-accountable expense allowance per Unit: $0.0114 Proceeds to Company per Firm Share Unit (before expenses): $ $1.0374 None. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Placement Agent and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, NANO DIMENSION LTD. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Chief Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Executive Officer [Revere Securities, LLC 2,000,000 Number Head of Firm Shares: 2,000,000 Public Offering Price per Firm Share: [$4.00] Underwriting Discount per Firm Share: $ Proceeds to Company per Firm Share (before expenses): $ NoneInvestment Banking Xxxx Xxxxxxx Xxxxx Xxxxxxx-Fried Xxxx Xxxx Xxxxx Xxxxx Xxxx Xxxxxxxxx Xxxxxxxxxxx Xxxxx Xxxx Xxxxx Xxxx Xxxxx Xxxx Xxxxxxx Xx. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx XxxxxxXxxxx EXHIBIT A This Securities Purchase Agreement (this” Agreement”) is dated as of May 20, WU 0 180 days Xxxxx2020, XXXX 0 180 days B Xxx Xxxxxbetween Nano Dimension Ltd., XXX 0 180 days Kit Waa company organized under the laws of Israel (the” Company”), TO Oriental Moon Tree Limited and each purchaser identified on the signature pages hereto (1)(2) 11,000,000 180 dayseach, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between among the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between among us. GARDEN STAGE LIMITED Very truly yours, PURO WATER GROUP, INC. By: --------------------------- Name: Xxxx Xxxx Title: Confirmed President Accepted as of the date first written above mentionedwritten. New York, New York XXXXXXX EQUITIES, INC. GILFORD SECURITIES INCORPORATED Acting on behalf of itself themselves and as Representative the Representatives of the other several Underwriters named on in Schedule 1 hereto: I hereof. By: XXXXXXX EQUITIES, INC. By: ------------------------------------ Name: Xxxxxx X. Xxxxxx Title: Managing Director By: GILFORD SECURITIES INCORPORATED By: ----------------------------------- Name: Title: Chief Executive Officer [Revere Securities, LLC 2,000,000 SCHEDULE I Number of Firm Shares: 2,000,000 Public Offering Price per Firm Share: [$4.00] Underwriting Discount per Firm Share: $ Proceeds Name of Underwriter Shares to Company per Firm Share (before expenses): $ None. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysbe Purchased ------------------- ----------------------

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED BIOCEPT, 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: AEGIS CAPITAL CORP. By: Name: Title: Chief Executive Officer [Revere SecuritiesAegis Capital Corp. Feltl and Company, LLC 2,000,000 Inc. Number of Firm Shares: 2,000,000 [ ] Number of Option Shares: [ ] Public Offering Price per Firm Shareshare: [$4.00[ ] Underwriting Discount per Firm Shareshare: $ Proceeds to Company per Firm Share (before expenses): $ $[ ] [None.] [None.] Dxxxx X. Xxxx Mxxxxx X. Xxxxxxxx, Ph. Xxx XxD. Bxxxx X. Xxxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx CPA Bxxxx X. Xxxxxxx Mxxxxxx X. Xxxx Exxxxx Xxxx Ixxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysM.D.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, ELTEK LTD. By: /s/ ELTEK LTD. Name: Xxx Xxxxx, Xxx Xxxxxx Title: CEO, CFO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Executive Officer [Revere Securities, Head of Investment Banking ThinkEquity LLC 2,000,000 625,000 0 Number of Firm Shares: 2,000,000 625,000 Number of Option Shares: 0 Public Offering Price per Firm Share: [$4.00] 16.00 Underwriting Discount per Firm Share: $ $0.96 Proceeds to Company per Firm Share (before expenses): $ $15.04 None. None. Officers and Directors and Affiliates: 1. Xxxxxxx Nissan 2. Xxxxxxxxx Xxxxxxxxxxx 3. Xxxxx Xxxxxx 4. Xxxx Xxxxxxx 5. Gad Dovev 6. Xxxxx Xxxxx 7. Xxxxxxx Xxxxx-Tzemach 8. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxxxx 9. Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxxxx 10. Oriel Sallary 11. Xxxxxx Xxxxxx 12. Xxxxxxx Xxxxxx 13. Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx ThinkEquity LLC 00 Xxxxx Xxxxxx, WU 0 180 days Xxxxx41st Floor New York, XXXX 0 180 days B Xxx XxxxxNY 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”), XXX 0 180 days Kit Waproposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Eltek Ltd., TO Oriental Moon Tree Limited an Israeli corporation (1)(2the “Company”), providing for the public offering (the “Public Offering”) 11,000,000 180 daysof ordinary shares, par value NIS 3.00per 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, FREECAST, INC. By: Name: Title: : Xxxxxxx X. Xxxxxx, Xx. 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: By: ALEXANDER CAPITAL, L.P. [Name: ] [Title: Chief Executive Officer [Revere Securities] Alexander Capital, LLC 2,000,000 L.P. TOTAL Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] [None. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx .] [None.] Xxxxxxx X. Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysXx. Xxxxxxxxxxx X. Xxxxxx Xxxxx Xxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, NANO NUCLEAR ENERGY, INC. By: Name: Jxx Xxxxx Xx Title: Chairman of the Board and President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters underwriters named on Schedule 1 hereto: By: Name: Mxxxxxx Xxxxxx Title: Chief Executive Officer [Revere SecuritiesManaging Director, Head of Equity Capital Markets The Benchmark Company, LLC 2,000,000 Number of Firm Shares: 2,000,000 [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] Free writing prospectus, filed with the Commission on April ____, 2024 None. 1. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days I Financial Ventures Group LLC 2. Mongkol Prakitchaiwatthana 3. Jxx Xxxxx Xx 4. Jxxxx Xxxxxx 5. Jxxxxx Xxxxxx 6. Winston Kxxx Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysChow

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, SORRENTO THERAPEUTICS, INC. By: /s/ Xxxxx Xx Name: Xxxxx Xx 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: AEGIS CAPITAL CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Executive Officer [Revere SecuritiesHead of Investment Banking SORRENTO THERAPEUTICS, LLC 2,000,000 INC. – UNDERWRITING AGREEMENT Aegis Capital Corp 4,765,000 714,750 TOTAL 4,765,000 714,750 Number of Firm Shares: 2,000,000 4,765,000 Number of Option Shares: 714,750 Public Offering Price per Firm Share: [$4.00] 5.25 Underwriting Discount per Firm Share: $ $0.315 Proceeds to Company per Firm Share (before expenses): $ $4.935 Underwriting Non-accountable expense allowance per Share: $0.02625 None. Xxx Xxxxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Ph.D. Xxxxxxx Xxxxxxx Cam Xxxxxxxxx Xx. Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE Very truly yours, MASONGLORY 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: By: Name: Title: Chief Executive Officer [Revere Xxxxxxxx Securities, Inc. X. Xxxxx Capital LLC 2,000,000 Number of Firm Shares: 2,000,000 [1,500,000] Number of Additional Shares: [ ] Public Offering Price per Firm Share: [$4.00[ ] Underwriting Discount per Firm Share: $ $[ ] Proceeds to Company per Firm Share (before expenses): $ None$[ ] Xx. Xxx Xxxxx Xxxx Xx, XXXX (1)(2) 11,000,000 180 days . Xxx Xxx XxxxxxxXxx Xx. Xxxx Chi Hei Xx. Xxx Po Xxxx Mr. Man Wing Wa Xx. Xxxxx Xxxxx Xxx Xx. Xxx Ka Shun Xxxx & Tun Limited Masonglory (BVI) Limited, XXXX a BVI business company limited by shares incorporated in the BVI Masontech Limited, a company incorporated in Hong Kong with limited liability Xxxxxxxx Securities, Inc. 0 Xxxx Xxxxxx Xxxxxx Suite 407 Pensacola, FL 32502 Ladies and Gentlemen: The undersigned understands that Xxxxxxxx Securities, Inc. (1)(2the “Representative”) 11,000,000 180 days Xxxx Xxxxxproposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Masonglory Limited, XXXX(1)(2a Cayman Islands exempted company (the “Company”), providing for the public offering (the “Public Offering”) 11,000,000 180 days Xxxxxx Xxx Xxxxxxof ordinary shares, WU 0 180 days Xxxxxpar value $0.0001 per share (“Ordinary Shares”), XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysof 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 purposebelow. Very truly yours, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: Chief Executive Officer [Revere SecuritiesThe Benchmark Company, LLC 2,000,000 _______ _______ National Securities Corporation _______ _______ Total: Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $ None$[●] Dagi Ben-Noon Xxx Xxxxx Xx. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysXxxxxxxxxxxx Avi Xxxxxxx Xxxx. Xxxxx Xxxxxxxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, CANCER PREVENTION PHARMACEUTICALS, 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: AEGIS CAPITAL CORP. By: Name: Title: Chief Executive Officer [Revere Securities, MAXIM GROUP LLC 2,000,000 By: Name: Title: Aegis Capital Corp. Maxim Group LLC Number of Firm Shares: 2,000,000 [•] Number of Option Shares: [•] Number of Firm Shares to Company Introduced Investors: [•] Public Offering Price per Firm Share: $[$4.00•] Underwriting Discount per Firm Share: $ $[•] Underwriting Non-accountable expense allowance per Share: $[•] Credit per Share for Company Introduced Investors: $[•] Proceeds to Company per Firm Share (before expenses): $ None. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx $[•] Company Introduced Investors: Sucampo AG Jxxxxxx Xxxxx Cxxxxxxxxxx Xxxxxxx Exxxxx Xxxxxx, WU 0 180 days XxxxxPh.D. Dxxxxx Xxxxxxx Rxxxxxx Xxxx Jxx Xxxx Fxxxx X. Xxxxxxxx, XXXX 0 180 days B Xx. M.D., C.A.C.P. Meyskens Pharmaceuticals Investors, LLC Gxxxxx Pharmaceuticals Investors, LLC Txxxxxx Family Trust Translational Accelerator, LLC Sxxxxx Xxxxxx Cxxxxxxxxxx X. Xxxxxxx 678 Trust Dxxxxxx Xxxxxx Westport Boys, LLC Lxxxx Xxxxxxxx Txxxxx Xxxxxxx TVP Management Company, LLC Sucampo A.G. [Add other holders] Xxxxx Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx XxxxxXxxx, XXX 0 180 days Kit WaXxx 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 Cancer Prevention Pharmaceuticals, TO Oriental Moon Tree Limited Inc., a Delaware corporation (1)(2the “Company”), providing for the public offering (the “Public Offering”) 11,000,000 180 daysof 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 affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, GAMER 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: By: Name: [●] Title: Chief Executive Officer [Revere SecuritiesCEO WestPark Capital, LLC 2,000,000 Inc. TOTAL Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $ [$4.00●] Underwriting Discount per Firm Share: $ [●] Proceeds to Company per Firm Share (before expenses): $ [●] 1. Free Writing Prospectus Filed with the Commission on August 8, 2023 2. Free Writing Prospectus Filed with the Commission on August 14, 2023. [None.] Xxxxx Xxxxx Xxxxxx Xxxx Xxxxx Xxxxxxxxxx Sunday Xxxxxx Xxxxxxx Xxxx Xxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxx Xxxx Xxxxxxx Xxxxxx 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. Xxx XxTHIS 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., XXXX EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. THIS WARRANT TO PURCHASE COMMON SHARES (1)(2the "Warrant") 11,000,000 180 days Xxx Xxx Xxxxxxxcertifies that, XXXX for value received, _____________ or its assigns (1)(2the "Holder") 11,000,000 180 days Xxxx Xxxxxis entitled, XXXX(1)(2upon 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") 11,000,000 180 days Xxxxxx Xxx Xxxxxxand, WU 0 180 days Xxxxxin accordance with FINRA Rule 5110(g)(8)(A), XXXX 0 180 days B Xxx Xxxxxprior 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, XXX 0 180 days Kit Wato subscribe for and purchase from Gamer Pakistan Inc., TO Oriental Moon Tree Limited a Delaware corporation (1)(2) 11,000,000 180 daysthe "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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED By: /s/ Sxxxxxxx Xxxxxxxx Name: Sxxxxxxx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ Kxxxx Xxxxx Name: Kxxxx Xxxxx Title: Chief Executive Officer [Revere Boustead Securities, LLC 2,000,000 3,000,000 450,000 Number of Firm Shares: 2,000,000 3,000,000 Number of Option Shares: 450,000 Public Offering Price per Firm Share: [$4.00] 5.00 Public Offering Price per Option Share: $5.00 Underwriting Discount per Firm Share: $ Proceeds to Company $0.35 Underwriting Discount per Option Share: $0.35 Non-Accountable Expense Allowance per Firm Share Share: $0.05 Non-Accountable Expense Allowance per Option Share: $0.05 None Daishin Yasui Information Services International-Dentsu, Ltd. Kxxxxxx Xxxxxx Ciz Investment LLP Ryugo Miyake Sxxxxxx Xxxx Kxxxxxxxx Xxxxx JPE No. 2 Co., Ltd. Kxxxxxx Xxxx Kxxxx Xxxxxx Hxxxxxxx Xxxxxx Qxxxx Xxx Fxxxxxxxx Xxxxxxxxxx Yxxxxxxxx Xxxxxx Yxxx Xxx Txxxxxx Xxxxx Yxxx Xxxxx THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 202[●] (before expenses): $ NoneTHE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF BOUSTEAD SECURITIES, LLC. Xxx XxTHIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx2022. VOID AFTER 5:00 P.M., XXXX (1)(2) 11,000,000 180 days Xxxx XxxxxEASTERN TIME, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx[●], WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days202_.

Waiver, etc. The failure of any of the parties hereto to at any ------------ time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-non- fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Representative, for itself and as Representative of the Underwriters listed in Schedule 1 hereto, and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, U.S. ENERGY SYSTEMS, INC. By: :_______________________ Name: Xxxxxxx X. Xxxxxx Title: Confirmed President Accepted as of the date first written above mentionedwritten. New York, on behalf of New York XXXXXX, XXXXXXX INC. (for itself and as Representative of the several Underwriters named listed on Schedule 1 hereto: ) 39 By: :______________________________ Name: Xxxxxx Xxxxxxx Title: Chief Executive Officer [Revere SecuritiesChairman SCHEDULE 1 ========== U.S. ENERGY SYSTEMS, LLC 2,000,000 Number of Firm Shares: 2,000,000 Public Offering Price per Firm Share: [$4.00] Underwriting Discount per Firm Share: $ Proceeds to INC. 3,100,000 SHARES OF COMMON STOCK AND 3,100,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS UNDERWRITER NUMBER OF SHARES OF COMMON NUMBER OF WARRANTS ----------- STOCK TO BE PURCHASED TO BE PURCHASED --------------------------- ------------------ Xxxxxx, Xxxxxxx Inc. --------- --------- 3,100,000 3,100,000 SCHEDULE 2 ========== NAME NUMBER OF SHARES LOCK-UP PERIOD ---- ---------------- ============== SCHEDULE 3 ========== OTHER COUNSEL OPINION SUBJECT ------------- --------------- Xxxx & Priest, LLP The Company per Firm Share (before expenses): $ None. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxxxxxx Xxxxxxxx Xxxxx and Xxxx Xxxxx & Xxxxx X.X. Lehi Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxx & Xxxxxx, WU 0 180 days XxxxxP.C. and Xxxx X. Xxxx Plymouth Xxxxxxx & Xxxx Steamboat L.L.C. NRG SCHEDULE 4 ========== ACCOUNTING FIRM COMFORT LETTER SUBJECT --------------- ---------------------- Xxxxxxx X. Xxxxxx & Company, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysLLP The Company

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, FLEWBER 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: By: Name: Title: Chief Executive Officer [Revere Securities, ThinkEquity LLC 2,000,000 Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] [None.] [None.] 1. Xxx Xx, XXXX Xxxx Xxxxxxx 2. Xxxxx (1)(2Xxx) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysYu

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, Zxxxx Xxx Industry Corporation By: Name: Title: Confirmed as of the date first written above mentionedBeijing CHENGMUJINMING Technology Service Co., on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: LTD. By: Name: Title: Weifang Jinzheng Poultry Co., Ltd. By: Name: Title: Rxxxxx & Rxxxxxx, LLC By: Name: Title: Newbridge Securities Corporation By: Name: Title: Rxxxxx & Rxxxxxx, LLC Newbridge Securities Corporation Junfeng Shan, Chief Executive Officer, President and Director Xxxxxxxx Xxx, Chief Financial Officer [Revere SecuritiesLxxxxx Xxxxx, Director Yuan Gong, Director Jxxx Xxx, Director Kunshan Wang, Director Shidian Shan, Vice President Yxxxxxx Xx, Vice President Yongping Shan, Deputy Manager Zxxxx Xxx Holding Limited Sino Joint Holding Limited King Rock Group Limited Sino Spring Capital Holding Ltd. Blue Net Group Limited Rxxxxx & Rxxxxxx, LLC 2,000,000 Number of Firm Shares: 2,000,000 Public Offering Price per Firm Share: [$4.00] Underwriting Discount per Firm Share: $ Proceeds to Company per Firm Share (before expenses): $ None. 1000 Xxxxxx xx Xxxxxxxx, 00xx Xxxxx Xxx XxXxxx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysXX 00000 Ladies and Gentlemen:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, ACURX PHARMACEUTICALS, INC. By: Name: Title: Dxxxx Xxxx President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: ALEXANDER CAPITAL, L.P. By: Name: Title: Chief Executive Officer [Revere Jxxxxxxx Xxxxxx Managing Director Alexander Capital, L.P. Network 1 Financial Securities, LLC 2,000,000 Inc. TOTAL Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] None. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Dxxxx X. Xxxx Rxxxxx X. XxXxxxxx Rxxxxx X. Xxxxxx Cxxx X. Xxxxxx Txxxxx Xxxxxxxx Jxxxxx X. Xxxxxxx Jxxx X. Xxxx Jxxxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, AZURRX BIOPHARMA, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: WALLACHBETH CAPITAL, LLC By: Name: Title: Chief Executive Officer [Revere NETWORK 1 FINANCIAL SECURITIES, INC. By: Name: Title: WallachBeth Capital, LLC Network 1 Financial Securities, LLC 2,000,000 Inc. TOTAL Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] [None.] None. Xxx XxJohan M. (Thijs) Sxxxx Xxxxxx Dxxxxx Xxxxxx J. Xxxxxxxxx Axxxxxxx Xxxxxxx Mxxxx Xxxxxxxx Pelican Partners LLC Jxxxx Xxxxxxx Rxxxxxx Xxxxxxx ADEC Private Equity Investment, XXXX (1)(2) 11,000,000 180 days Xxx Xxx XxxxxxxLLC EBR Ventures, XXXX (1)(2) 11,000,000 180 days LLC AzurRx BioPharma SAS WallachBeth Capital, LLC Network 1 Financial Securities, Inc. As Representatives of the several Underwriters named on Schedule 1 attached hereto c/o WallachBeth Capital, LLC 100 Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days XxxxxXxxxx 0000 Xxx Xxxx, XXXX 0 180 days B XX 00000 c/o Network 1 Financial Securities, Inc. 2 Xxxxxx Xxxxxx, Xxxxx 000 Xxx XxxxxXxxx, XXX 0 180 days Kit WaXX 00000 Ladies and Gentlemen: The undersigned understands that you, TO Oriental Moon Tree Limited as representatives (1)(2the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) 11,000,000 180 dayswith 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. GARDEN STAGE LIMITED Very truly yours, AMERICAN CARESOURCE HOLDINGS, INC. By: Name: Title: Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC By: Name: Title: Chief Executive Officer [Revere SecuritiesXxxxxx Xxxxxx & Co., LLC 2,000,000 Axiom Capital Management, Inc. Neidiger, Tucker, Bruner, Inc. Number of Firm Series A Units: Number of Firm Series B Units: Number of Additional Shares: 2,000,000 Number of Additional Warrants: Public Offering Price per Firm ShareSecurity: [$4.00] Underwriting Discount per Firm ShareSecurity: $ Proceeds to Company per Firm Share Security (before expenses): $ None. Xxx XxUnderwriting Non-accountable expense allowance per Firm Security: $ Free writing prospectuses filed with the SEC on October 21, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx2015 Xxxx Xxxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxx X. Xxxx Xxxx X. Xxxxxx Xxxxxx X. Xxxxxx Xxxx X. Xxxx Xxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx [_________] Xxxxxx Xxxxxx & Co., XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx LLC 00 Xxxxx Xxxxxx, WU 0 180 days Xxxxx00xx Xxxxx Xxx Xxxx, XXXX 0 180 days B Xxx XxxxxXxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., XXX 0 180 days Kit WaLLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with American CareSource Holdings, TO Oriental Moon Tree Limited Inc., a Delaware corporation (1)(2the “Company”), providing for the public offering (the “Public Offering”) 11,000,000 180 daysof 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, SNOW LAKE RESOURCES LTD. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: Name: Title: Chief Executive Officer [Revere Securities, ThinkEquity LLC 2,000,000 TOTAL Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] [_____________] [None.] 1. Xxx Xxxxxx Xxxxx 2. Xxxxx Xx 3. Xxxx Xxxxxxx 4. Xxxxx Xxxxxx 5. Xxxxx Xxxxxx 6. Xxxxxxxx Xxxxxx 7. Xxxxx Xxxxx Xxxxx THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, XXXX 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 (1)(2DEFINED BELOW) 11,000,000 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 Xxx Xxx XxxxxxxDAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., XXXX EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON SHARES (1)(2the “Warrant”) 11,000,000 180 days Xxxx Xxxxxcertifies that, XXXX(1)(2for value received, _____________ or its assigns (the “Holder”) 11,000,000 180 days Xxxxxx Xxx Xxxxxxis entitled, WU 0 180 days Xxxxxupon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, XXXX 0 180 days B Xxx Xxxxxat any time on or after ____, XXX 0 180 days Kit Wa2022 (the “Initial Exercise Date”) and, TO Oriental Moon Tree Limited in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (1)(2New York time) 11,000,000 180 dayson the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Snow Lake Resources Ltd., a Manitoba, Canada corporation (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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, FREECAST, INC. By: Name: Title: Confirmed as of the date first written above mentioned: Xxxxxxx X. Xxxxxx, Xx. Chief Executive Officer on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: ALEXANDER CAPITAL, L.P. By: [Name: ] [Title: Chief Executive Officer [Revere Securities] Alexander Capital, LLC 2,000,000 L.P. TOTAL Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] [None. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx .] [None.] Xxxxxxx X. Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysXx. Xxxxxxxxxxx X. Xxxxxx Xxxxx Xxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, AZURRX BIOPHARMA, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: WALLACHBETH CAPITAL, LLC By: ____________________________ Name: Title: Chief Executive Officer [Revere NETWORK 1 FINANCIAL SECURITIES, INC. By: ____________________________ Name: Title: WallachBeth Capital, LLC Network 1 Financial Securities, LLC 2,000,000 Inc. TOTAL Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] [None.] None. Xxx XxJohan M. (Thijs) Xxxxx Xxxxxx Xxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxxx AzurRx BioPharma SAS WallachBeth Capital, XXXX (1)(2) 11,000,000 180 days Xxx Xxx XxxxxxxLLC Network 1 Financial Securities, XXXX (1)(2) 11,000,000 180 days Inc. As Representatives of the several Underwriters named on Schedule 1 attached hereto c/o WallachBeth Capital, LLC 000 Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU Xxxxx 0000 Xxx Xxxx, XX 00000 c/o Network 1 Financial Securities, Inc. 0 180 days XxxxxXxxxxx Xxxxxx, XXXX 0 180 days B Xxxxx 000 Xxx XxxxxXxxx, XXX 0 180 days Kit WaXX 00000 Ladies and Gentlemen: The undersigned understands that you, TO Oriental Moon Tree Limited as representatives (1)(2the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) 11,000,000 180 dayswith 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, SNOW LAKE RESOURCES 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: By: Name: Title: Chief Executive Officer [Revere Securities, ThinkEquity LLC 2,000,000 Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] [None.] [None.] Xxxxxx Xxxxx Xxxxx Xxxxxxx Xxxx Xxxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx Nova Minerals Ltd. 2789501 Ontario Ltd. 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. Xxx XxTHIS 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., XXXX EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON SHARES (1)(2the “Warrant”) 11,000,000 180 days Xxx Xxx Xxxxxxxcertifies that, XXXX for value received, _____________ or its assigns (1)(2the “Holder”) 11,000,000 180 days Xxxx Xxxxxis entitled, XXXX(1)(2upon 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”) 11,000,000 180 days Xxxxxx Xxx Xxxxxxand, WU 0 180 days Xxxxxin accordance with FINRA Rule 5110(f)(2)(G)(i), XXXX 0 180 days B Xxx Xxxxxprior 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, XXX 0 180 days Kit Wato subscribe for and purchase from Snow Lake Resources Ltd., TO Oriental Moon Tree Limited a Manitoba corporation (1)(2) 11,000,000 180 daysthe “Company”), up to ______ common shares, no par value, 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. 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. GARDEN STAGE LIMITED Very truly yours, CLEARSIGN TECHNOLOGIES CORPORATION By: Name: Title: Confirmed as of the date first written above mentioned/s/ Xxxxx Xxxxx Xxxxxx Xxxxx Xxxxx Xxxxxx, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: Chief Executive Officer [Revere SecuritiesNEWBRIDGE SECURITIES CORPORATION By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Managing Director, LLC 2,000,000 Head of Investment Banking and Capital Markets Number of Firm Shares: 2,000,000 3,640,000 Number of Additional Shares: 546,000 Public Offering Price per Firm Share: [$4.00] 1.11 Underwriting Discount per Firm Share: $ $0.0666 Proceeds to Company per Firm Share (before expenses): $ $1.0434 None. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxxx Xxxxx Xxxxxx Xxxxx Xxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx Xxxxx X. Xxxx GPclirSPV LLC clirSPV LLC Newbridge Securities Corporation 0000 Xxxxx Xxxxxxx Xxxxxxx Xxxx Xxxxx, XXXX(1)(2Xxxxxxx 00000 Ladies and Gentlemen: The undersigned understands that Newbridge Securities Corporation (the “Underwriter”) 11,000,000 180 days Xxxxxx Xxx Xxxxxxproposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with ClearSign Technologies Corporation, WU 0 180 days Xxxxxa Washington corporation (the “Company”), XXXX 0 180 days B Xxx Xxxxxproviding for the public offering (the “Public Offering”) of shares of Common Stock, XXX 0 180 days Kit Wapar value $0.0001 per share, TO Oriental Moon Tree Limited of the Company (1)(2) 11,000,000 180 daysthe “Common Stock” or 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, OPEXA THERAPEUTICS, INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: President & Chief Executive Officer Confirmed and accepted as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Executive Officer Head of Investment Banking [Revere Securities, LLC 2,000,000 SIGNATURE PAGE] Aegis Capital Corp. 4,120,000 618,000 Number of Firm Shares: 2,000,000 4,120,000 Number of Option Shares: 618,000 Public Offering Price per Firm Share: [$4.00] 1.70 Underwriting Discount per Firm Share: $ $0.119 Proceeds to Company per Firm Share (before expenses): $ None. $1.581 None Xxxxx Xxxxxxx Xxxx Xxxxxxx Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxxxx Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days X. Xxxxxxx Xxxxxxx Xxxxxxxxxxxxx Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxx Xxxxx X. Xxxxxx Xxx Xxxx X. Xxxxx Xxxxx Capital Corp. 000 Xxxxxxx Xxxxxx, WU 0 180 days Xxxxx00xx Xxxxx Xxx Xxxx, XXXX 0 180 days B Xxx XxxxxXxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Opexa Therapeutics, XXX 0 180 days Kit WaInc., TO Oriental Moon Tree Limited a Texas corporation (1)(2the “Company”), providing for the public offering (the “Public Offering”) 11,000,000 180 daysof 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. If the foregoing correctly sets forth the understanding between the Underwriters Placement Agent and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, BIOVIE INC. By: ___________________________________ Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Placement Agent: THINKEQUITY A Division of the several Underwriters named on Schedule 1 hereto: Fordham Financial Management, Inc. By: ___________________________________ Name: Title: Chief Executive Officer [Revere Securities, LLC 2,000,000 Number of Firm SharesUnits: 2,000,000 [•] Public Offering Price per Firm ShareUnit: $[•] Exercise Price per Warrant: $4.00[•] Underwriting Discount per Firm Share: $ Proceeds to Company per Firm Share Unit (before expenses): $ $[•] None. None. Txxxxx Xxxxxx (as Chairman and Chief Executive Officer) Txxxxx Xxxxxx (as owner of at least 5% of the Company’s outstanding shares of Common Stock) Jxxxxxxx Xxxxx Jxxxxx Xxxxx Xxx XxPxxxxxx Xxxxxxxx Pxxxxxxx Xxxxxxx Jxx Xxxx Cxxxx Do Hxxx Xxxxx Mxxxxxx Xxxxxxx Rxxxxxx X. Xxxxxx THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, XXXX 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 (1)(2DEFINED BELOW) 11,000,000 180 days Xxx Xxx XxxxxxxTO ANYONE OTHER THAN (I) THINKEQUITY, XXXX A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (1)(2II) 11,000,000 180 days Xxxx XxxxxA BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, XXXX(1)(2A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH 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 Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) 11,000,000 180 days Xxxxxx Xxx Xxxxxxcertifies that, WU 0 180 days Xxxxxfor value received, XXXX 0 180 days B Xxx Xxxxx_____________ or its assigns (the “Holder”) is entitled, XXX 0 180 days Kit Waupon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, TO Oriental Moon Tree Limited at any time on or after ____, 20__ (1)(2the “Initial Exercise Date”) 11,000,000 180 daysand, 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 BioVie Inc., a Nevada corporation (the “Company”), up to ______ shares of Class A 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 Underwriters, the Company and the CompanySelling Stockholders, please so indicate in the space provided below for that purposebelow. Very truly yours, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED By: Name: Xxxxxxxxx Xxxxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: Chief Executive Officer [Revere SecuritiesOn behalf of each of the Underwriters By: Name: Title: The Benchmark Company, LLC 2,000,000 Number of Firm Shares: 2,000,000 Public Offering Price per Firm Share: [$4.00] Underwriting Discount per Firm Share: $ Proceeds to Company per Firm Share (before expenses): $ None. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Noble Capital Markets The J. Crew Delaware Trust A Xxxxxxxx Xxxxxx The J. Crew Delaware Trust A Xxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxx Xxxx Xxxx Xxxxxxx Xxxx Xxxxxxxxx Xxxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, FULL SPECTRUM 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: By: JXXXXX XXXXXX & CO., LLC. Name: Exxx Xxxx Title: Chief Executive Officer [Revere SecuritiesHead of Investment Banking/Underwritings Jxxxxx Xxxxxx & Co., LLC 2,000,000 LLC. TOTAL Number of Firm Shares: 2,000,000 [•] Number of Option Shares: [•] Public Offering Price per Firm Share: $[$4.00•] Underwriting Discount per Firm Share: $ $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Firm Share (before expenses): $ $[•] [None.] [None.] [Sxxxxxx Xxxxxx Mxxxxxx Xxxxxx Northmatic Ltd. Ladonnikov Family Trust M&S Irusalimsky 2000 Trust Bxxxx X. Xxxxxxx Grove Industries Ltd. Mxxxx Xxxxxxx Bxxxx & Dxxxxxx Xxxxxxxxx, JX Xxxxxxx Asset Recovery & Management LLC Jxxxxx Xxxxxx Assif S.X. Xxxxxxxx Lxxxxx Xxxxx & Exxxxxxxx Xxxxxx Pxxxxxx Xxxxxxxxxx Jxxxx Xxxxxxxxx AM145 Holdings LLC Sxxxxx Xxxxxxxxx & Axxxxx Lichstenstein, JX Xxxxxxx Xxxxxxx Trax Investments Ltd. Blyth Nominees Ltd Sxxxxx Xxxxxx Lxxx Xxxxxx Xxxxxx Sxxxx Xxxx Seaford Holdings Ltd. Mxxxxxxxxx Green Mxxxxxx Xxx Jxxx Xxxxxx Exx Xxxxxxx Sxxxx Xxxxxxx The Galaxy Trust Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP Mxxxxxx Xxxxxxxx Sxxxxx Xxxxxxxxxx Gxx Xxxxxxx] Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2016 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Full Spectrum Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.00001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. Xxx XxThe purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysas defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, PRESIDIO PROPERTY TRUST, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, a division of Benchmark Investments, Inc. By: Name: Title: Chief Executive Officer [Revere SIGNATURE PAGE] PRESIDIO PROPERTY TRUST, INC. – UNDERWRITING AGREEMENT Kingswood Capital Markets, a division of Benchmark Investments, Inc. Spartan Capital Securities, LLC 2,000,000 WestPark Capital, Inc. Number of Firm Shares: 2,000,000 [•] Number of Option Shares: [•] Public Offering Price per Firm Share: $[$4.00•] Underwriting Discount per Firm Share: $ $[•] Proceeds to Company per Firm Share (before expenses): $ None$[•] [To be updated.] List of Lock-Up Parties 1. Xxxxxxxx X. Xxxxxx 2. Xxxxx X. Xxxxx 3. Xxxxxxx X. Xxxxxxx 4. Xxxxx X. Xxxxxx 5. Xxxxx X. Xxxxxx 6. Xxxxxxx X. Xxxxxxxx 7. Xxxx X. Xxxxxxxx 8. Xxxx X. Xxxx 9. Xxxxxxx X. Xxx Xx10. Xxxxxx X. Xxxxxxxx 11. Xxxx Xxxxxxxxx Form of Lock-Up Agreement Lock-Up Agreement KINGSWOOD CAPITAL MARKETS, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxxa division of Benchmark Investments, XXXX (1)(2) 11,000,000 180 days Xxxx Inc. as Representative of the Underwriters 00 Xxxxxxx Xxxxx, XXXX(1)(2Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Kingswood Capital Markets, a division of Benchmark Investments, Inc. (the “Representative”) 11,000,000 180 days Xxxxxx Xxx Xxxxxxproposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Presidio Property Trust, WU 0 180 days XxxxxInc., XXXX 0 180 days B Xxx Xxxxxa Maryland corporation (the “Company”), XXX 0 180 days Kit Waproviding for the public offering (the “Public Offering”) of shares of Series C common stock, TO Oriental Moon Tree Limited par value $0.01 per share, of the Company (1)(2) 11,000,000 180 daysthe “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, OPEXA THERAPEUTICS, INC. By: Name: Xxxx X. Xxxxx Title: President & Chief Executive Officer Confirmed and accepted as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: Chief Executive Officer [Revere Securities, LLC 2,000,000 SIGNATURE PAGE] Aegis Capital Corp. Number of Firm Shares: 2,000,000 [•] Number of Option Shares: [•] Public Offering Price per Firm Share: $[$4.00•] Underwriting Discount per Firm Share: $ $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Firm Share (before expenses): $ None. $[•] Company corporate presentation used for the Offering roadshow Xxxxxx and Xxxxxxxx Xxxxx Foundation Alkek & Xxxxxxxx Ventures Ltd. DLD Family Investments, LLC Xxxxx Xxxxxxx Xxxx Xxxxxxx Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxxxx Xxxxx X. Xxxxxx Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days X. Xxxxxxx Xxxxxxx Xxxxxxxxxxxxx Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxx Xxxxxxx X. Xxxxxx Xxx Xxxxx X. Xxxxxx Xxxx X. Xxxxx Aegis Capital Corp. 000 Xxxxxxx Xxxxxx, WU 0 180 days Xxxxx00xx Xxxxx Xxx Xxxx, XXXX 0 180 days B Xxx XxxxxXxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Opexa Therapeutics, XXX 0 180 days Kit WaInc., TO Oriental Moon Tree Limited a Texas corporation (1)(2the “Company”), providing for the public offering (the “Public Offering”) 11,000,000 180 daysof 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, VISION 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: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: Chief Executive Officer [Revere SecuritiesThinkEquity, LLC 2,000,000 a division of Fordham Financial Management, Inc. . TOTAL Number of Firm Shares: 2,000,000 [•] Number of Option Shares: [•] Public Offering Price per Firm Share: US$[$4.00•] Underwriting Discount per Firm Share: $ US$[•] Underwriting Non-accountable expense allowance per Share: US$[•] Proceeds to Company per Firm Share (before expenses): $ US$[•] [None.] [None.] 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] 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. Xxx XxTHIS 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., XXXX EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON SHARES (1)(2the “Warrant”) 11,000,000 180 days Xxx Xxx Xxxxxxxcertifies that, XXXX for value received, _____________ or its assigns (1)(2the “Holder”) 11,000,000 180 days Xxxx Xxxxxis entitled, XXXX(1)(2upon 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”) 11,000,000 180 days Xxxxxx Xxx Xxxxxxand, WU 0 180 days Xxxxxin accordance with FINRA Rule 5110(f)(2)(G)(i), XXXX 0 180 days B Xxx Xxxxxprior 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, XXX 0 180 days Kit Wato subscribe for and purchase from Vision Marine Technologies Inc. (d/b/a Canadian Electric Boat Company), TO Oriental Moon Tree Limited a corporation formed under the laws of Québec, Canada (1)(2) 11,000,000 180 daysthe “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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, By: Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above above-mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: Chief Executive Officer [Revere SecuritiesXX Xxxxxx, division of Benchmark Investments, LLC 2,000,000 2,195,000 330,000 Xxxxxx Xxxxxx & Co. 5,000 0 TOTAL............................................................................ 2,200,000 330,000 Number of Firm Shares: 2,000,000 Shares 2,200,000 Number of Option Shares 330,000 Public Offering Price per Firm Share $ 5.00 Public Offering Price per Option Share: [$4.00] $ 5.00 Underwriting Discount per Firm Share: $ 0.40 Underwriting Discount per Option Share: $ 0.40 Proceeds to Company per Firm Share (before expenses): $ None10,120,000.00 Proceeds to Company per Option Share (before expenses): $ 1,518,000.00 FWP filed with the Securities and Exchange Commission on May 19, 2021. Xxx XxXxxxx Xxxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxxx [•], XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx 2021 XX Xxxxxx, WU 0 180 days Xxxxxdivision of Benchmark Investments, XXXX 0 180 days B LLC as Representative of the Underwriters 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx XxxxxXxxx, XXX 0 180 days Kit WaXX 00000 Ladies and Gentlemen: The undersigned understands that XX Xxxxxx, TO Oriental Moon Tree Limited division of Benchmark Investments, LLC (1)(2the “Representative”) 11,000,000 180 daysproposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Grove, Inc., a Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of Common Stock, par value $0.001 per share, 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. GARDEN STAGE LIMITED Very truly yours, CITIUS PHARMACEUTICALS, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer 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: LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Executive Operating Officer [Revere Securities, LLC 2,000,000 SCHEDULE 1-A Pricing Information Number of Firm Shares: 2,000,000 7,964,804 Number of Optional Shares: 1,194,720 Public Offering Price per Firm Share: [$4.00] Underwriting Discount per Firm Share: $ 1.05 Proceeds to Company per Firm Share (before expenses): $ None$0.9765 Free writing prospectus filed on August 5, 2020. Xxx Free writing prospectus filed on August 5, 2020. Xxxxx Xxxxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxx Xxxxx Xxxx Dr. Xxxxxxx Xxxx Xx. Xxxxxx Xxxxxx Xxxxxx Xxxxx X.X. Xxxxxxxxxx & Co., XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days LLC 000 Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 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 (the “Offering”) pursuant to an effective shelf registration statement on Form S-3, File No. 333-221492 (the “Registration Statement”). 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 beginning on the date hereof and ending on, and including, the date that is 90 days Xxxxxafter the date of the Agreement (the “Lock-Up Period”), XXXX 0 180 days B Xxx Xxxxxthe undersigned will not, XXX 0 180 days Kit Wawithout the prior written consent of the Underwriter, TO Oriental Moon Tree Limited (1)(2i) 11,000,000 180 dayssell, 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 affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, By: /s/ Fxxxx X. Xxxxxxxxxx Name: Fxxxx X. Xxxxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ Kxx Xxxxxxx Name: Kxx Xxxxxxx Title: Chief Executive Administrative Officer [Revere Spartan Capital Securities, LLC 2,000,000 300,000 TOTAL 2,000,000 300,000 Number of Firm Shares: 2,000,000 Number of Option Shares: 300,000 Public Offering Price per Firm Share: [$4.00] 3.00 Underwriting Discount per Firm Share: $ $0.225 Underwriting Non-accountable expense allowance per Share: $0.03 Proceeds to Company per Firm Share (before expenses): $ $2.745 None. Xxx XxFxxxx X. Xxxxxxxxxx Txxxx Xxxxxxx Sxxxx Xxxxxx Sxxx Xxxxxxx Gxxx Xxxxxxxxxxx Mxxxxxx X. Xxxxxxxx Jxxx Xxxxxxx Txxxxx X. Xxxxxxx Rxxxx Xxxx Wxxxxxx X. Xxxxxx Naia Ventures, XXXX LLC April 17, 2023 SPARTAN CAPITAL SECURITIES, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 40 Xxxxxxxx, 00xx Xxxxx New York, New York 10006 Ladies and Gentlemen: The undersigned understands that Spartan Capital Securities, LLC (1)(2the “Representative”) 11,000,000 180 days Xxx Xxx Xxxxxxxproposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Trio Petroleum Corp., XXXX a Delaware corporation (1)(2the “Company”), providing for the public offering (the “Public Offering”) 11,000,000 180 days Xxxx Xxxxxof shares of common stock of the Company, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited par value $0.0001 per share (1)(2) 11,000,000 180 daysthe “Common Stock” or “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for them in the Underwriting Agreement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, GAMER 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: By: Name: [●] Title: Chief Executive Officer [Revere SecuritiesCEO WestPark Capital, LLC 2,000,000 Inc. TOTAL Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $ [$4.00●] Underwriting Discount per Firm Share: $ [●] Proceeds to Company per Firm Share (before expenses): $ [●] See attached. [To insert FWP that will be filed with the SEC. Latest version circulated by Xx via email on 08/08] [None.] Xxxxx Xxxxx Xxxxxx Xxxx Xxxxx Xxxxxxxxxx Sunday Xxxxxx Xxxxxxx Xxxx Xxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxx Xxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxx 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. Xxx XxTHIS 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., XXXX EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. THIS WARRANT TO PURCHASE COMMON SHARES (1)(2the "Warrant") 11,000,000 180 days Xxx Xxx Xxxxxxxcertifies that, XXXX for value received, _____________ or its assigns (1)(2the "Holder") 11,000,000 180 days Xxxx Xxxxxis entitled, XXXX(1)(2upon 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") 11,000,000 180 days Xxxxxx Xxx Xxxxxxand, WU 0 180 days Xxxxxin accordance with FINRA Rule 5110(g)(8)(A), XXXX 0 180 days B Xxx Xxxxxprior 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, XXX 0 180 days Kit Wato subscribe for and purchase from Gamer Pakistan Inc., TO Oriental Moon Tree Limited a Delaware corporation (1)(2) 11,000,000 180 daysthe "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 Placement Agent and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, TRANSCODE THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: Name: Kxxxx Xxxxxx Title: Chief Executive Officer [Revere SecuritiesManaging Director, LLC 2,000,000 Head of Equity Syndicate Number of Firm Shares: 2,000,000 Public 10,000,000 Share Offering Price: $0.30 Number of Pre-funded Warrants: 0 Offering Price per Firm SharePre-Funded Warrant: [$4.00] Underwriting Discount per Firm Share: $ 0.299 Net Proceeds to Company per Firm Share (before expenses): $ $2,790,000 None. 1. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Txxxxx X. Xxxxxxxxxx 2. Pxxxxxxx X. Xxxxxx 3. Exxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days 4. Mxxxx Xxxxxxx 5. Zxxxxxx Xxxxxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, RED CAT HOLDINGS, INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx XXxxxxxx Title: CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Priyanka Mahajan Name: Priyanka Mahajan Title: Chief Executive Officer [Revere SecuritiesManaging Director ThinkEquity, LLC 2,000,000 a division of Fordham Financial Management, Inc. ............................................ 4,000,000 600,000 TOTAL 4,000,000 600,000 Number of Firm Shares: 2,000,000 4,000,000Number of Option Shares: 600,000 Public Offering Price per Firm Share: [$4.00] 4.00 Underwriting Discount per Firm Share: $ $0.30 Underwriting Non-accountable expense allowance per Share: $0.04 Proceeds to Company per Firm Share (before expenses): $ $3.66 None. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days None. Xxxxxxx Xxxxxxxx Xxxxxx Xxx Xxxxxx Xxxxxxxx Xxxxxx, WU 0 Xx. Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxx Xxxxx Brains Riding in Tanks, LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (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 XxxxxDAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., XXXX 0 180 days B Xxx XxxxxEASTERN TIME, XXX 0 180 days Kit Wa[___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, TO Oriental Moon Tree Limited for value received, _____________ or its assigns (1)(2the “Holder”) 11,000,000 180 daysis 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 Red Cat Holdings, Inc., a Nevada 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, NEW AGE BEVERAGES CORPORATION By: s/ Bxxxx Xxxxxx Name: Bxxxx 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: By: EURO PACIFIC CAPITAL, INC., doing business as A.G.P./ALLIANCE GLOBAL PARTNERS By:/s/ Txxxxx X. Xxxxxxx Name: Txxxxx X. Xxxxxxx Title: Chief Executive Officer [Revere SecuritiesManaging Director, Investment Banking A.G.P./Alliance Global Partners 1,371,429 205,715 Maxim Group LLC 2,000,000 914,286 137,142 TOTAL 2,285,715 342,857 Number of Firm Shares: 2,000,000 2,285,715 Number of Option Shares: 342,857 Public Offering Price per Firm ShareSecurity: [$4.00] 1.75 Underwriting Discount per Firm ShareSecurity: $ $0.105 Proceeds to Company per Firm Share Security (before expenses): $ None. Xxx Xx$1.645 ● Nxxx Xxxxxx ● Bxxxx Xxxxxx ● Cxxxx Xxxx ● Rxxxxx Xxxxxxx ● Dxxxx Xxxxxxx ● Ex Xxxxxxx ● Txx Xxxx ● Gxxx Fea Euro Pacific Capital, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Inc. doing business as A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx Xxx XxxxxxXxxx, WU 0 180 days XxxxxXxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Alliance Global Partners (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with New Age Beverages Corporation, XXXX 0 180 days B Xxx Xxxxxa Washington corporation (the “Company”), XXX 0 180 days Kit Waproviding for the public offering (the “Public Offering”) of shares of common stock, TO Oriental Moon Tree Limited par value $0.001 per share, of the Company (1)(2) 11,000,000 180 daysthe “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, HARBOR CUSTOM DEVELOPMENT, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: A Division of Fordham Financial Management, Inc. Name: Title: Chief Executive Officer [Revere SecuritiesThinkEquity, LLC 2,000,000 a Division of Fordham Financial Management, Inc. [ ] [ ] TOTAL [ ] [ ] Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] [Issuer Free Writing Prospectus, dated January [●], 2021 (Registration No. 333-[●]] None. Xxx XxSxxxxxxx Xxxxxxx Lxxxx Xxxxxxx Rxxxxxx Xxxxxxxxx Axxxx Xxxxx Jxxxxxx Xxxxxxxxxxx Rxxx Xxxxxx Lxxxx Xxxxx Wxxxx Xxxxxx Dxxxxx Xxxx The Gxxxxxx Investment Trust THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, XXXX 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 (1)(2DEFINED BELOW) 11,000,000 180 days Xxx Xxx XxxxxxxTO ANYONE OTHER THAN (I) THINKEQUITY, XXXX A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (1)(2II) 11,000,000 180 days Xxxx XxxxxA BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, XXXX(1)(2A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO _____________, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, _________________, 2026. Warrant Shares: _______ Initial Exercise Date: ______, 2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) 11,000,000 180 days Xxxxxx Xxx Xxxxxxcertifies that, WU 0 180 days Xxxxxfor value received, XXXX 0 180 days B Xxx Xxxxx_____________ or its assigns (the “Holder”) is entitled, XXX 0 180 days Kit Waupon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, TO Oriental Moon Tree Limited at any time on or after ____, 2021 (1)(2the “Initial Exercise Date”) 11,000,000 180 daysand, 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 Harbor Custom Development, Inc., a Washington corporation (the “Company”), up to ______ shares of Common Stock, no par value per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE Very truly yours, 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: THINKEQUITY LLC By: Name: Title: Chief Executive Officer [Revere Securities, ThinkEquity LLC 2,000,000 . Number of Firm SharesADSs: 2,000,000 [●] Number of Option ADSs: [●] Public Offering Price per Firm ShareADS: $[$4.00●] Underwriting Discount per Firm ShareADS: $ $[●] Underwriting Non-accountable expense allowance per ADS: $[●] Proceeds to Company per Firm Share ADS (before expenses): $ $[●] [None.] [None.] Cxxxxxxxxxx Xxxxxxxxx Mxxxxxx Xxxxxxx Cxxxx Xxxxxxx Avi Gxxxxx Xxxxx Xxxxxx Rxxxxxx Xxxxxx Ixx Xxxxxxxx Rxxxxxx Xxxxxxx 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. Xxx XxTHIS 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., XXXX EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant ADSs: _______ THIS WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES (1)(2the “Warrant”) 11,000,000 180 days Xxx Xxx Xxxxxxxcertifies that, XXXX for value received, _____________ or its assigns (1)(2the “Holder”) 11,000,000 180 days Xxxx Xxxxxis entitled, XXXX(1)(2upon 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”) 11,000,000 180 days Xxxxxx Xxx Xxxxxxand, WU 0 180 days Xxxxxin accordance with FINRA Rule 5110(g)(8)(A), XXXX 0 180 days B Xxx Xxxxxprior 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, XXX 0 180 days Kit Wato subscribe for and purchase from Nova Minerals Limited, TO Oriental Moon Tree Limited an Australina public company limited by shares (1)(2the “Company”), up to ______ American Depositary Shares (“ADS”) 11,000,000 180 dayseach 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, ALLIANCE ENTERTAINMENT HOLDING CORPORATION By: /s/ Jxxxxxx Xxxxxx Name: Jxxxxxx Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Chief Executive Officer [Revere Securities, Head of Investment Banking ThinkEquity LLC 2,000,000 1,335,000 200,250 Number of Firm Shares: 2,000,000 1,335,000 Number of Option Shares: 200,250 Public Offering Price per Firm Share: [$4.00] 3.00 Underwriting Discount per Firm Share: $ $0.225* Underwriting Non-accountable expense allowance per Share: $0.03 Proceeds to Company per Firm Share (before expenses): $ $2.745* * except as otherwise indicated on Schedule 3 hereto None. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx None. Bxxxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx * Jxxxxxx Xxxxxx* Jxxx Xxxxx Txxxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days*

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, MR2 GROUP, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: THINKEQUITY A Division of Fordham Financial Management, Inc. Name: Title: Chief Executive Officer [Revere SecuritiesThe undersigned hereby join in this Agreement and agree to be bound by Sections 2.47, LLC 2,000,000 5.1 and 5.3 above, acknowledging that each has or will receive material personal benefit from the transactions described herein: By: /s/ Rxxxxxx Xxxxxxx (Seal) Rxxxxxx Xxxxxxx, President Rxxxxxx Xxxxxxx Rxxxxx Xxxxxxx ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] [None.] [None.] Bxxxx Xxxx Twelve months Mxxxxx Xxxxxxxxx Twelve months Mxxxxxx X. France Six months Jxxx X. Xxxx Twelve months Axxxxxxxx Xxxxxx Twelve months Jxxxx Xxxxxx Twelve months Rxxxxx Xxxxxxx Twelve months Rxxxxxx Xxxxxxx Twelve months Gxxx X. Xxxxx Twelve months Rxxxxxx Xxxxxx Twelve months Exxxxx X. Xxxxxx Six months THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (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. Xxx XxTHIS 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., XXXX EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. THIS WARRANT TO PURCHASE COMMON STOCK (1)(2the “Warrant”) 11,000,000 180 days Xxx Xxx Xxxxxxxcertifies that, XXXX for value received, ThinkEquity, a division of Fordham Financial Management Inc. or its assigns (1)(2the “Holder”) 11,000,000 180 days Xxxx Xxxxxis entitled, XXXX(1)(2upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after __________________, 20191 (the “Initial Exercise Date”) 11,000,000 180 days Xxxxxx Xxx Xxxxxxand, WU 0 180 days Xxxxxin accordance with FINRA Rule 5110(f)(2)(G)(i), XXXX 0 180 days B Xxx Xxxxxprior 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, XXX 0 180 days Kit Wato subscribe for and purchase from MR2 Group, TO Oriental Moon Tree Limited Inc., a Nevada corporation (1)(2the “Company”), up to ____________________________ shares2 (the “Warrant Shares”) 11,000,000 180 daysof common stock, par value $0.001 per share, of the Company (the “Common Stock”) initially, as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly 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. GARDEN STAGE LIMITED Very truly yours, VOCODIA HOLDINGS CORP By: Name: Title: Xxxxx 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: By: Name: Title: Chief Executive Officer Xxxxxxxx Xxxxxx Managing Director Alexander Capital, L.P. [Revere Securities, LLC 2,000,000 1,000,000 ] [150,000 ] TOTAL [1,000,000 ] [150,000 ] Number of Firm SharesSecurities: 2,000,000 [1,000,000] Number of Option Securities: [150,000] Public Offering Price per Firm ShareUnit: $[$4.00●] Underwriting Discount per Firm ShareUnit: $ $[●] Underwriting Non-accountable expense allowance per Unit: $[●] Proceeds to Company per Firm Share Unit (before expenses): $ $[●] [None.] List of Lock-Up Parties2 Xxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxx Xxx X. Xxxxxx 2 SRFC to update/confirm. Xxx XxAlexander Capital, XXXX L.P., as Representative 00 Xxxxx Xxxxxx, 5th Floor New York, New York 10004 Ladies and Gentlemen: The undersigned understands that you, as representative (1)(2the “Representative”) 11,000,000 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 Schedule 1 of the Underwriting Agreement of units (the “Units”), with each Unit consisting of one share (the “Share”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), one Series A Warrant to purchase one Share and on Series B Warrant to purchase one Share (together, the “Warrants”). 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 Xxx Xxx Xxxxxxxafter the date of the final prospectus (the “Prospectus”) relating to the Initial Public Offering (the “Lock-Up Period”), XXXX (1)(21) 11,000,000 180 days Xxxx Xxxxxoffer, XXXX(1)(2pledge, 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) 11,000,000 180 days Xxxxxx Xxx Xxxxxxenter into any swap or other arrangement that transfers to another, WU 0 180 days Xxxxxin whole or in part, XXXX 0 180 days B Xxx Xxxxxany of the economic consequences of ownership of the Lock-Up Securities, XXX 0 180 days Kit Wawhether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, TO Oriental Moon Tree Limited in cash or otherwise; (1)(23) 11,000,000 180 daysmake any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, INTENSITY THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: Chief Executive Officer [Revere SecuritiesXxxx Capital Partners, LLC 2,000,000 962,500 144,375 The Benchmark Company, LLC 962,500 144,375 Number of Firm Shares: 2,000,000 1,925,000 Number of Option Shares: 288,750 Public Offering Price per Firm Share: [$4.00] 4.50 Underwriting Discount per Firm Share: $ $0.315 Proceeds to Company per Firm Share (before expenses): $ $4.185 Issuer Free Writing Prospectus filed on November 24, 2021. Issuer Free Writing Prospectus filed on December 16, 2021. Issuer Free Writing Prospectus filed on January 7, 2022. Issuer Free Writing Prospectus filed on April 20, 2022. Issuer Free Writing Prospectus filed on September 20, 2022. None. Xxxxx X. Xxxxxx Xx. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days X. Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purposebelow. Very truly yours, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ Xxxx X. Xxxxx III Name: Xxxx X. Xxxxx III Title: Chief Executive Officer [Revere SecuritiesSenior Managing Director On behalf of each of the Underwriters By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President BIOLASE INC. – UNDERWRITING AGREEMENT The Benchmark Company, LLC 2,000,000 Number 3,910,000 4,496,500 Xxxxxxxxx & Company LLC 3,910,000 4,496,500 Total 7,820,000 8,993,000 1. The free writing prospectus filed by the Company with the Commission on October 7, 2019. List of Firm Shares: 2,000,000 Public Offering Price per Firm Share: [$4.00] Underwriting Discount per Firm Share: $ Proceeds to Company per Firm Share (before expenses): $ NoneLock-Up Parties 1. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxxxxxx Xxxx 2. Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days 3. Xxxx Xxxxxx 4. Xxxxxxx Xxxx 5. Xxxx Xxxxx 6. Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days 7. Xxxx Xxxxxx 8. Xxxx X. Xxxxxxx 9. Xxxxx X. Xxxxxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, ALDEYRA THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: Chief Executive Officer [Revere SecuritiesALDEYRA THERAPEUTICS, LLC 2,000,000 INC. – UNDERWRITING AGREEMENT Aegis Capital Corp. Number of Firm Shares: 2,000,000 [•] Number of Option Shares: [•] Public Offering Price per Firm Share: $[$4.00•] Underwriting Discount per Firm Share: $ $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Firm Share (before expenses): $ $[•] [None. Xxx Xx.] [None.] Xxxxxx X. Xxxxxx Xxxx X. Xxxxxxx Xxxxx Xxxxx Investments, XXXX (1)(2) 11,000,000 180 days Xxx Xxx XxxxxxxLLC Xxxx X. Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxx Xxxxxx Domain Associates LLC Xxxx Xxxxx Domain Partners VI, XXXX (1)(2) 11,000,000 180 days Xxxx XxxxxL.P. DP VI Associates, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx X.X. Xxxxxxx & Xxxxxxx Development Corporation Square 1 Bank Xxxxx Capital Corp. 000 Xxxxxxx Xxxxxx, WU 0 180 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Aldexa Therapeutics, Inc., a Delaware corporation (the “Company”), and Aegis Capital Corp. (“Aegis”), as representative of a group of underwriters (collectively, the “Underwriters”), to be named therein, and the other parties thereto (if any), relating to the proposed initial public offering (the “Offering”) of shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, and in light of the benefits that the Offering of the Common Stock will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on and including the date of this Agreement through and including the date that is the 180th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of Aegis, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owed or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Stock. If (i) during the last 17 days Xxxxxof the Lock-Up Period, XXXX 0 180 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; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its stockholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its stockholders after the initial public offering date. If the undersigned is an officer or director of the Company, (i) Aegis agrees that, at least three business days B Xxx Xxxxxbefore the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, XXX 0 180 Aegis will notify the Company of the impending release or waiver, and (ii) 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 business days Kit Wabefore the effective date of the release or waiver. Any release or waiver granted by Aegis hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. The restrictions set forth in the immediately preceding paragraph shall not apply to: (1) if the undersigned is a natural person, TO Oriental Moon Tree Limited any transfers made by the undersigned (1)(2a) 11,000,000 180 daysas a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a charity or educational institution, or (d) if the undersigned is or was an officer, director or employee of the Company, to the Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company; (2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any stockholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value; (3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value; (4) the exercise by the undersigned of any stock option(s) issued pursuant to the Company’s existing stock option plans, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement; (5) the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement; (6) the occurrence after the date hereof of any of (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of 100% of the voting securities of the Company, (b) the Company merges into or consolidates with any other entity, or any entity merges into or consolidates with the Company, (c) the Company sells or transfers all or substantially all of its assets to another person, or (d) provided, that, the Common Stock received upon any of the events set forth in clauses (a) through (c) above shall remain subject to the restrictions provided for in this Agreement; and (7) transfers consented to, in writing by Aegis;

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, PRESIDIO PROPERTY TRUST, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. Name: Title: Chief Executive Officer [Revere SecuritiesKingswood Capital Markets, LLC 2,000,000 division of Benchmark Investments, Inc. Number of Firm Shares: 2,000,000 [•] Number of Option Shares: [•] Public Offering Price per Firm Share: $[$4.00•] Underwriting Discount per Firm Share: $ $[•] Proceeds to Company per Firm Share (before expenses): $ None$[•] [To be updated.] 1. Xxxxxxxx X. Xxxxxx 2.Xxxxx X. Xxxxx 3.Xxxxxxx X. Xxxxxxx 4.Xxxxx X. Xxxxxx 5.Xxxxx X. Xxxxxx 6.Xxxxxxx X. Xxxxxxxx 7.Xxxx X. Xxxxxxxx 8.Xxxx X. Xxxx 9.Xxxxxxx X. Xxx Xx10.Xxxxxx X. Xxxxxxxx 11.Xxxx Xxxxxxxxx Kingswood Capital Markets, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxxdivision of Benchmark Investments, XXXX (1)(2) 11,000,000 180 days Xxxx Inc. as Representative of the Underwriters 00 Xxxxxxx Xxxxx, XXXX(1)(2Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Kingswood Capital Markets, division of Benchmark Investments, Inc. (the “Representative”) 11,000,000 180 days Xxxxxx Xxx Xxxxxxproposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Presidio Property Trust, WU 0 180 days XxxxxInc., XXXX 0 180 days B Xxx Xxxxxa Maryland corporation (the “Company”), XXX 0 180 days Kit Waproviding for the public offering (the “Public Offering”) of shares of Series A common stock, TO Oriental Moon Tree Limited par value $0.01 per share, of the Company (1)(2) 11,000,000 180 daysthe “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, CINGULATE INC. By: Name: Sxxxx X. Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: Chief Executive Officer [Revere SecuritiesBxxxxxxx Capital, LLC 2,000,000 [●] [●] [●] [●] [●] [●] [●] Brookline Capital Markets [●] [●] [●] [●] [●] [●] [●] Lxxxxxx & Company (UK) Ltd. [●] [●] [●] [●] [●] [●] [●] TOTAL [●] [●] [●] [●] [●] [●] [●] Number of Firm Shares: 2,000,000 [__] Number of Pre-Funded Warrants: [__] Number of Firm Series A Warrants: [__] Number of Firm Series B Warrants: [__] Number of Option Shares: [__] Number of Option Series A Warrants: [__] Number of Option Series B Warrants: [__] Public Offering Price per Firm Share and accompanying Firm Series A Warrant and Firm Series B Warrant: [__] Public Offering Price per Pre-Funded Warrant and accompanying Firm Series A Warrant and Firm Series B Warrant: [__] Public Offering Price per Option Share: [__] Public Offering Price per Option Series A Warrant and Option Series B Warrant: $4.000.01 Underwriting Discount per Firm Share and accompanying Firm Series A Warrant and Firm Series B Warrant: [__] Underwriting Discount per Pre-Funded Warrant and accompanying Firm Series A Warrant and Firm Series B Warrant: [__] Underwriting Discount per Option Share: $ [__] Underwriting Discount per Option Series A Warrant and Option Series B Warrant: $0.0007 Proceeds to the Company (before expenses) per Firm Share and accompanying Firm Series A Warrant and Firm Series B Warrant: [__] Proceeds to the Company (before expenses): $ ) per Pre-Funded Warrant and accompanying Firm Series A Warrant and Firm Series B Warrant: [__] Proceeds to the Company (before expenses) per Option Share: [__] Proceeds to the Company (before expenses) per Option Series A Warrant and Option Series B Warrant: $0.0093 None. Sxxxx X. Xxxxxxxx Lxxxx X. Xxx XxXxxx Lxxxxx X. Xxxxx Cxxxx X. Xxxxxxxxx Rxxx X. Xxxxx Mxxxxxx Xxxxx Gxxxx Xxxxxx Cxxx Xxxxxxxx Sxxxx Xxxxxxxxx Pxxxxxx Xxxxxxxxx Pxxxx X. Xxxxx ____________, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx2023 BXXXXXXX CAPITAL, XXXX (1)(2) 11,000,000 180 days Xxxx LLC 500 Xxxxxx Xxxxxx Xxxxx, XXXX(1)(2Xxxxx 000 Fort Washington, PA 19034 Ladies and Gentlemen: The undersigned understands that Bxxxxxxx Capital, LLC (the “Representative”) 11,000,000 180 proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Cingulate Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including shares of common stock of the Company, par value $0.0001 per share (the “Common Stock” or the “Securities”). 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 Xxxxxx Xxx Xxxxxxafter the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), WU 0 180 days Xxxxx(1) offer, XXXX 0 180 days B Xxx Xxxxxpledge, XXX 0 180 days Kit Wasell, TO Oriental Moon Tree Limited contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Securities or any securities convertible into or exercisable or exchangeable for the Securities, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (1)(2collectively, the “Lock-Up Securities”); (2) 11,000,000 180 daysenter 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 is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters 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. GARDEN STAGE LIMITED Very truly yours, AGM GROUP HOLDINGS INC. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Confirmed CEO By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Managing Director Network 1 Financial Securities, Inc. 0 Xxxxxx Xxxxxx, Xxxxxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Network 1 Financial Securities, Inc. (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with AGM Group Holdings Inc., a British Virgin Islands exempted limited liability company (the “Company”), providing for the public offering (the “Public Offering”) by the Underwriter named in the Underwriting Agreement of minimum of 1,000,000 and maximum of 1,400,000 Class A ordinary shares (“Ordinary Shares”), par value $0.001 per share, of the Company. To induce the Underwriter to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period commencing on the date hereof and ending 180 days after the Closing Date (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or capital stock of the Company including Ordinary Shares or any securities convertible into or exercisable or exchangeable for such Ordinary Shares or capital stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such Ordinary Shares or capital stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Company capital stock or such other securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may transfer Ordinary Shares held by the undersigned without the prior consent of the Underwriter in connection with (a) transfers of Shares or any security convertible into Ordinary Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (a), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Ordinary Shares (or Ordinary Shares representing the same), shall be required or shall be voluntarily made during the Lock-up Period, (b) transfer of Ordinary Shares to a charity or educational institution, or (c) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Ordinary Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value. In addition, the undersigned agrees that during the Lock-Up Period, without the prior written consent of the Underwriter, it will not make any demand for or exercise any right with respect to the registration of any Ordinary Shares or Ordinary Shares or any security convertible into or exercisable or exchangeable for such Ordinary Shares or Ordinary Shares. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent(s) and/or registrar against the transfer of the undersigned’s securities or Ordinary Shares except in compliance with this Agreement. If (i) the Company issues an earnings release or material news, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, unless the Underwriter waives such extension. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire Ordinary Shares, or securities exchangeable or exercisable for or convertible into Ordinary Shares, provided that the undersigned does not transfer the Ordinary Shares acquired on such exercise or exchange during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this letter agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares within the Lock-Up Period). The undersigned understands that the Company and the Underwriter are relying upon this letter agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal Underwriters, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by the Company, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Ordinary Shares to be sold thereunder this agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriter. Very truly yours, (Name): (Address) I, Xxxxx Xxxxx, Chief Financial Officer of AGM Group Holdings Inc., a company incorporated in the British Virgin Islands (the “Company”), pursuant to SECTION 4.3(ii) of the Underwriting Agreement, dated ______________, 2017 (the “Underwriting Agreement”), by and between the Company and the Underwriter, hereby certify, solely in the capacity as an officer of the Company for and on behalf of the Company, that I am familiar with the accounting, operations, records systems and internal controls of the Company, I have participated in the preparation of the Registration Statement and the Prospectus, I have reviewed the disclosure in the Registration Statement and the Prospectus, and I have performed the following procedures on the financial and operating information and data identified and circled by you in the preliminary prospectus dated [ ], 2017 attached hereto as Annex A and the Prospectus, dated _____________, 2017 attached hereto as Annex B: (A) Compared the amount or ratio with a corresponding amount or ratio included in a schedule prepared by Company’s accounting personnel and derived from the Company’s accounting records and found them to be in agreement (giving effect to rounding where applicable), proved the arithmetic accuracy of such schedule, compared the amounts appearing in such schedule with the accounting records of the Company and found them to be in agreement (giving effect to rounding where applicable); and (B) Compared the amount or percentage to, or computed the amount or percentage from, the corresponding data and other records maintained by the Company for the periods, or as of the date first written above mentioneddates, on behalf of itself indicated and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: Chief Executive Officer [Revere Securities, LLC 2,000,000 Number of Firm Shares: 2,000,000 Public Offering Price per Firm Share: [$4.00] Underwriting Discount per Firm Share: $ Proceeds found such information to Company per Firm Share be in agreement (before expenses): $ None. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysgiving effect to rounding where applicable).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Underwriters, the Selling Stockholders, and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED By: /s/ CxxXxxx Xxxxxx Name: CxxXxxx Xxxxxx Title: Chief Executive Officer and Director By: /s/ Sxxxxxx XxxXxxx Xxxxxx Name: Sxxxxxx XxxXxxx Xxxxxx Title: Director By: /s/ Yxxx Xxxxx Xxxxxx and Lxx Xxxx Name: Yxxx Xxxxx Xxxxxx and Lxx Xxxx Title: Directors Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ Exxx Xxxxxx Name: Exxx Xxxxxx Title: Chief Executive Officer [Global Head of Investment Banking Dominari Securities LLC 3,000,000 Revere Securities, Securities LLC 2,000,000 750,000 TOTAL 3,750,000 Number of Firm Shares: 2,000,000 3,000,000 Public Offering Price per Firm Share: [$4.00] $ 4.00 Underwriting Discount per Firm Share(7%): $ 0.28 Accountable Expense Allowance (Total): $ 300,000 Non-accountable Expense Allowance per Firm Share (1%): $ 0.04 Proceeds to Company per Firm Share: $ Proceeds to Company per Firm Share (before expenses): $ None3.72 N/A Mx. X. Xxxxxx six (6) months Mx. X. X. Xxxxxx six (6) months Mx. Xxx Xx, XXXX Hxx Xxxx six (1)(26) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days months Mx. Xxxxxx Xxx six (6) months Ms. Xxxxxx Xxxxxxx Xxxxxxx six (6) months Sxx Xxx Sing Lxx six (6) months Ace Champion Investments Limited* six (6) months Trendy View Assets Management Limited* six (6) months Chrome Fields Asset Management six (6) months * Except for Ace Champion Investments Limited with respect to 150,000 shares of Common Stock, and Trendy View Assets Management Limited with respect to 600,000 shares of Common Stock. Dominari Securities LLC 700 Xxxxx Xxxxxx, WU 0 180 00xx Xxxxx Xxx Xxxx, XX 00000 As the Representative named on Schedule 1 to the Underwriting Agreement Re: Aureus Greenway Holdings Inc. Ladies and Gentlemen: The undersigned understands that Dominari Securities LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Aureus Greenway Holdings Inc., a corporation formed under the laws of the Nevada (the “Company”) and certain stockholders of the Company (the “Selling Stockholders”), providing for the public offering shares of common stock, par value $0.001 per share (the “Shares”), of the Company (the “Public Offering”) in an amount and at a price to be finalized prior to consummation of the Public Offering. To induce the Representative to enter into the Underwriting Agreement, and in light of the benefits that the Public Offering will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending one hundred and eighty (180) days Xxxxxafter the date the Public Offering is completed (the “Lock-Up Period”), XXXX 0 180 days B Xxx Xxxxx(1) offer, XXX 0 180 days Kit Wapledge, TO Oriental Moon Tree Limited 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 (1)(2collectively, the “Lock-Up Securities”); (2) 11,000,000 180 daysenter 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, By: Name: Fxxxx X. Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Rxxxxx Xxxx Title: Chief Executive Officer [Revere Securities, LLC 2,000,000 Aegis Capital Corp. 1,028,800 154,320 Number of Firm Shares: 2,000,000 1,028,800 Number of Additional Shares: 154,320 Public Offering Price per Firm Share: [$4.00] 6.25 Underwriting Discount per Firm Share: $ $0.4375 Proceeds to Company per Firm Share (before expenses): $ None. Xxx Xx$5.8125 ● Heng Fai Axxxxxx Xxxx ● Fxxxx X. Xxxxxxx ● Jxxx Xxxxxxxx ● Sassuan Lxx ● Jxxx Xxxxxx ● Lo Wah Wai ● Wxxxxxx Xx ● Jxxxx Xxxxx __________, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx 2020 Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, WU 0 180 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Document Security Systems Inc., a New York corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.02 per share, of the Company (the “Shares”). To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date of the Underwriting Agreement and ending forty five (45) days Xxxxxafter such date (the “Lock-Up Period”), XXXX 0 180 (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made during the Lock-Up Period in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the undersigned or a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c), (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the Lock-Up Period; (f) the receipt by the undersigned from the Company of Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer or withholding of Shares or any securities convertible into Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) a transfer or disposition of Lock-Up Securities pursuant to an existing contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act (a “10b5-1 Plan”) or the establishment of a new 10b5-1 Plan for the transfer of Lock-Up Securities, provided that (i) any such new 10b5-1 Plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such new 10b5-1 Plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (j) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any Shares that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days B Xxx Xxxxxbefore the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, XXX 0 180 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 Kit Wabefore the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. No provision in this lock-up agreement shall be deemed to restrict or prohibit the exercise, TO Oriental Moon Tree Limited exchange or conversion by the undersigned of any securities exercisable or exchangeable for or convertible into Shares, as applicable; provided that the undersigned does not transfer the Shares acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a 10b5-1 Plan at any time (1)(2other than the entry into or modification of such a plan in such a manner as to cause the sale of any Lock-Up Securities within the Lock-Up Period) 11,000,000 180 daysor a sale of 100% of the Company’s outstanding Shares. The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by July 31, 2020, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name - Please Print) (Signature) (Name of Signatory, in the case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: Document Security Systems, Inc. (the “Company”) announced today that Aegis Capital Corp., acting as representative for the underwriters in the Company’s recent public offering of the Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED . Very truly yours, NOVELOS THERAPEUTICS, INC. By: /s/ Hxxxx X. Xxxxxx 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: By: Name: Hxxxx Xxxxxx Title: Chief Executive Officer [Revere Securitiesand President Accepted on the date first above written. RXXXXX & RXXXXXX, LLC 2,000,000 Number By: /s/ Jxxx Xxxxx Name: Jxxx Xxxxx Title: Head of Firm SharesInvestment Banking Rxxxxx & Rxxxxxx, LLC 1000 Xxxxxx xx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: 2,000,000 The undersigned understands that Rxxxxx & Rxxxxxx, LLC (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the Underwriter of up to $15 million (not including over-allotments) in aggregate offering price of shares of common stock, par value $0.00001 per share, of the Company (the “Common Stock”). To induce the Underwriter to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, the undersigned will not, during the period (the “Lock-Up Period”) commencing on the date hereof and ending 180 days after the date of the final prospectus relating to the Public Offering Price per Firm Share: [$4.00] (the “Prospectus”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock (“Shares”) or any securities convertible into or exercisable or exchangeable for Shares, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares or such other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Shares or securities convertible into or exercisable or exchangeable for Shares or other securities of the Company, or (4) publicly disclose the intention to do any of the foregoing. Notwithstanding the foregoing, the undersigned may transfer Shares without the prior consent of the Underwriter in connection with (a) transactions relating to Shares or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Shares or other securities acquired in such open market transactions, (b) transfers of Shares or any security convertible into Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Shares, shall be required or shall be voluntarily made during the Lock-up Period, (c) transfer of Shares to a charity or educational institution, or (d) if the undersigned is, or directly or indirectly controls, a corporation, partnership, limited liability company or other business entity, any transfers of Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Shares except in compliance with this Agreement. If the undersigned is an officer or director of the Company, (i) the Underwriter agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with any transfer of Shares, the Underwriter will notify the Company of the impending release or waiver, and (ii) the Company will announce, in accordance with the Underwriting Discount per Firm Share: $ Proceeds Agreement, the impending release or waiver by issuing a press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Underwriter hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the transferee has agreed in writing to be bound by the same terms described in this letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer. (i) the Company per Firm Share issues an earnings release or material news, during the last 17 days of the Lock-Up Period, or (before expenses): $ None. Xxx Xxii) prior to the expiration of the Lock-Up Period, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxxthe Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxxthe restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysunless the Underwriter waives such extension.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, HARBOR CUSTOM DEVELOPMENT, INC. By: Name: Sxxxxxxx Xxxxxxx Title: President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: ThinkEquity A Division of Fordham Financial Management, Inc. Name: Exxx Xxxx Title: Chief Executive Officer [Revere SecuritiesHead of Investment Banking ThinkEquity, LLC 2,000,000 a Division of Fordham Financial Management, Inc.. [ ] [ ] TOTAL [ ] [ ] Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] [None.] [None.] Sxxxxxxx Xxxxxxx Rxxxxxx Xxxxxxxxx Axxxx Xxxxx Rxxx Xxxxxx Lxxxx Xxxxx Jxxxxx Xxxxxx Dxxxx Xxxx Kxxxxx Xxxxxxx Vxxx Xxxxxx W. Xxxxxx Hanover International, Inc. Mxxx Xxxxx Sxxxx Xxxxxxxx Jxxx Xxxxxx Dxxxx Xxxxxx Cxxxxxxxxxx Xxxxxxxx Nxxxxxx Xxxxxxx Lxxxx Xxxxxxx Mxxx Xxxxxxx Mxxxxxxx Xxxxxx Mxxxxxx Xxxxxxx Gxxx Xxxxx Wxxxxxx Xxxxxxxx Lxxx Xxxx Txx X’Xxxxxxxx Txxxxxxx Xxxxxxx Axxxxx Xxxxxxx Jxxxxxxx Xxxxxxxxx Sxxxx Xxxxxx Jxxx Xxxxxxxxxxx Sxxxx Xxxxxxxx Dxxx Xxxxxx 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. Xxx XxOR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, XXXX OR (1)(2II) 11,000,000 180 days Xxx Xxx XxxxxxxA BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, XXXX A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO _____________, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, _________________, 2026. Warrant Shares:________ Initial Exercise Date:________,2021 THIS WARRANT TO PURCHASE COMMON STOCK (1)(2the “Warrant”) 11,000,000 180 days Xxxx Xxxxxcertifies that, XXXX(1)(2for value received, _____________ or its assigns (the “Holder”) 11,000,000 180 days Xxxxxx Xxx Xxxxxxis entitled, WU 0 180 days Xxxxxupon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, XXXX 0 180 days B Xxx Xxxxxat any time on or after ____, XXX 0 180 days Kit Wa2021 (the “Initial Exercise Date”) and, TO Oriental Moon Tree Limited in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (1)(2New York time) 11,000,000 180 dayson the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Harbor Custom Development, Inc., a Washington corporation (the “Company”), up to ______ shares of Common Stock, no par value per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter Agreement shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, 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: By: Name: Title: Chief Executive Officer [Revere SecuritiesJxxxxxxx Xxxxxx Managing Director Alexander Capital, LLC 2,000,000 L.P. 1,000,000 150,000 Number of Firm Shares: 2,000,000 1,000,000 Number of Option Shares: 150,000 Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] [None.] Bxxxx Xxxxxxx Jxxxx Xxxxxxx Mxxx Xxxxxxx Rxxxxxx Xxxxxxx Lxxxxxx Xxxxx Rxxxxxx Xxxxx Nxx X. Xxxxxx Alexander Capital, L.P., as Representative 10 Xxxxx Xxxxxx New York, New York 10004 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of the several Underwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Vocodia Holdings Corp, a Wyoming corporation (the “Company”), providing for the initial public offering (the “Initial Public Offering”) by the several underwriters named in Schedule 3 of the Underwriting Agreement of shares of common stock, par value $0.0001 per share, of the Company (the “Shares”). Xxx XxCapitalized 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, XXXX (1)(2) 11,000,000 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 Xxx Xxx Xxxxxxxafter the date of the final prospectus (the “Prospectus”) relating to the Initial Public Offering (the “Lock-Up Period”), XXXX (1)(21) 11,000,000 180 days Xxxx Xxxxxoffer, XXXX(1)(2pledge, 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) 11,000,000 180 days Xxxxxx Xxx Xxxxxxenter into any swap or other arrangement that transfers to another, WU 0 180 days Xxxxxin whole or in part, XXXX 0 180 days B Xxx Xxxxxany of the economic consequences of ownership of the Lock-Up Securities, XXX 0 180 days Kit Wawhether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, TO Oriental Moon Tree Limited in cash or otherwise; (1)(23) 11,000,000 180 daysmake any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE Very truly yours, INNOVATION BEVERAGE GROUP 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: By: Name: Title: Chief Executive Officer [Revere Securities, The Benchmark Company LLC 2,000,000 TOTAL Number of Firm Shares: 2,000,000 [_____] Number of Option Shares: [_____] Public Offering Price per Firm Share: $[_____] Public Offering Price per Option Share: $4.00[_____] Underwriting Discount per Firm Share: $ $[_____] Underwriting Discount per Option Share: $[_____] Proceeds to Company per Firm Share (before expenses): $ None$[_____] Proceeds to Company per Option Share (before expenses): $[_____] 1. Xxx Dxxx Huge 2. Sxxxx Xxxx 3. Txxxxx Xxxx Xx, XXXX 4. Cxxxx Xxxxxxxx 5. Kxxxxxxxxx (1)(2Kxxx) 11,000,000 180 days Xxx Xxx Lxxxxxx Xxxxxxxx 6. Sxxxx Xxxxxxxx 7. Sxxxxx Xxxxx 8. Dxxxxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days 9. Sxxxx Xxxxxxxx 10. Mxxxx Xxxx 11. Samstock SZRT LLC 12. 114 Assets Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, DOCUMENT SECURITY SYSTEMS, INC. By: Name: Fxxxx X. Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Dxxxx X. Xxxxx Title: Chief Executive Officer [Revere Securities, LLC 2,000,000 Co-Head of Investment Banking Name: Jxxxxx X. Xxxxx Title: Co-Head of Investment Banking Aegis Capital Corp. 11,200,000 1,680,000 Pricing Information Number of Firm Shares: 2,000,000 11,200,000 Number of Additional Shares: 1,680,000 Public Offering Price per Firm Share: [$4.00] 0.50 Underwriting Discount per Firm Share: $ $0.04 Proceeds to Company per Firm Share (before expenses): $ None. $0.46 Fxxxx Xxxxxxx Heng Fai Axxxxxx Xxxx Jxxxxx Xxxxxxx Pxxxxx Xxxxxxxx Lo Wxx Xxx XxDxxxxx XxxXxxxxx Bxxxx X. Sxxxx Xxxxxxx Gxxxxxx Xxxx Thatch __________, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx 2019 Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, WU 0 180 days Xxxxx00 xx Xxxxx Xxx Xxxx, XXXX 0 180 days B Xxx XxxxxXxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Document Security Systems Inc., XXX 0 180 days Kit Waa New York corporation (the “Company”), TO Oriental Moon Tree Limited providing for the public offering (1)(2the “Public Offering”) 11,000,000 180 daysof shares of common stock, par value $0.002 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, SUPER LEAGUE GAMING, INC. By: /s/ Axx Xxxx Name: Axx Xxxx Title: CEO and President Confirmed as of the date first written above mentioned, on behalf of itself and : NATIONAL SECURITIES CORPORATION as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ Jxxxxxxx X. Xxxx Name: Jxxxxxxx X. Xxxx Title: Chief Executive Officer [Revere Securities, LLC 2,000,000 Vice President Head of Investment Banking National Securities Corporation 4,540,541 Number of Firm Shares: 2,000,000 4,540,541 Public Offering Price per Firm Share: [$4.00] 1.85 Underwriting Discount per Firm Share: $ $0.1295 Proceeds to Company per Firm Share (before expenses): $ $1.7205 None. 1. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Axx Xxxx 2. Dxxxx Xxxxxxxxxxx 3. Jxxx Xxxx 4. Kxxxxxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx 5. Mxxxxxx Xxxxxx 6. Mxxx Xxxx 7. Cxxxxxx Xxxxxx 8. Mxxx Xxxxxxx National Securities Corporation As Representative of the Several Underwriters 200 Xxxxx Xxxxxx, WU 0 180 days Xxxxx25th Floor New York, XXXX 0 180 days B Xxx XxxxxNew York 10281 Ladies and Gentlemen: The undersigned understands that National Securities Corporation (hereinafter referred to as the “Representative”) and with the other underwriters named on Schedule 1-A to the Underwriting Agreement (as defined below) for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, XXX 0 180 days Kit Waindividually, TO Oriental Moon Tree Limited an “Underwriter”) proposes to enter into an Underwriting Agreement (1)(2the “Underwriting Agreement”) 11,000,000 180 dayswith Super League Gaming, 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. GARDEN STAGE LIMITED Very truly yours, ADVAXIS, INC. By: /s/ Dxxxxx X. X’Xxxxxx Name: Dxxxxx X. X’Xxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Chief Executive Officer [Revere Securities, LLC 2,000,000 Head of Investment Banking - Aegis Aegis Capital Corp 3,672,000 612,000 Noble Financial Capital Markets 408,000 0 Number of Firm Shares: 2,000,000 4,080,000 Number of Additional Shares: 612,000 Public Offering Price per Firm Share: [$4.00] 3.00 Underwriting Discount per Firm Share: $ $0.21 Underwriting Non-accountable expense allowance per Share: $0.03 Proceeds to Company per Firm Share (before expenses): $ $2.79 None. 1. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Rxxx X. Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx 2. Rxxxxxx Xxxxxx, WU 0 180 days 3. Txxxxx XxXxxxx 4. Txxxxx X. Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days. 5. Jxxxx Xxxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, SECOND SIGHT MEDICAL PRODUCTS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: THINKEQUITY A Division of Fordham Financial Management, Inc. Name: Title: Chief Executive Officer [Revere SecuritiesThinkEquity, LLC 2,000,000 a division of Fordham Financial Management, Inc. 10,000,000 1,500,000 Number of Firm Shares: 2,000,000 10,000,000 Number of Option Shares: 1,500,000 Public Offering Price per Firm Share: [$4.00] 5.00 Underwriting Discount per Firm Share: $ $0.35 Proceeds to Company per Firm Share (before expenses): $ $4.65 [None. Xxx Xx.] XXXXXXX XXXXXXX XXXXXXXX XXXXXXX XXXXXXX XXXXX XXXXXXXX XXXXX XXXXXXXXXX XXXXXX SEDO JESSY XXXX XXXXXX XXXXXXXX XXXXX XXXXXX XXXXXXX XXXX XXXXX XXXXXXXXX XXXXXX ThinkEquity A Division of Fordham Financial Management, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Inc. 00 Xxxxx Xxxxxx, WU 0 180 days Xxxxx00xx Xx Xxx Xxxx, XXXX 0 180 days B Xxx XxxxxXX 00000 Ladies and Gentlemen: The undersigned understands that ThinkEquity, XXX 0 180 days Kit Waa division of Fordham Financial Management, TO Oriental Moon Tree Limited Inc., (1)(2the “Representative”) 11,000,000 180 daysproposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Second Sight Medical Products, Inc., a California corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value, of the Company (the “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE Very truly yours, SAGTEC GLOBAL LIMITED By: Name: Xx Xxxx Xxx Title: Chairman, Executive Director and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters underwriters named on Schedule 1 hereto: THE BENCHMARK COMPANY, LLC By: Name: Xxxxxxx Xxxxxx Title: Chief Executive Officer [Revere SecuritiesManaging Director, Head of Equity Capital Markets The Benchmark Company, LLC 2,000,000 Number of Firm Shares: 2,000,000 [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ 7% Proceeds to Company per Firm Share (before expenses): $ $[●] Free writing prospectus, filed with the Commission on [●], 2025 None. 1. Xx Xxxx Xxx 2. Xxxxx Xxxxx xxxxx Xxxx Xxxxx 3. Loong Xxx Xxx 4. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysXxxxx 5. Pan Seng Wee

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, SACKS PARENTE GOLF COMPANY, INC. By: Name: Txx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THE BENCHMARK COMPANY, LLC By: Name: Mxxxxxx Xxxxxx Title: Chief Executive Officer [Revere SecuritiesManaging Director, Head of Equity Capital Markets The Benchmark Company, LLC 2,000,000 . Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] [None.] None. 1. Xxx XxDr. Gxxx Xxxxxxxx 2. Bxxxx Xxxx 3. Dxxxxx Xxxxx 4. Txxxxxx Xxxxxxxx 5. Axxxxxx Xxxxxxxx 6. Sxxxx Xxxxx 7. Mxxxxxx Xxxxxx 8. Axxxxx Xxxxxxxxxxxx 9. Nippon Xport Ventures, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysInc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purposebelow. Very truly yours, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED By: ___________________________________ Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Xxxxxx Xxxxx Securities, Inc. By: ___________________________________ Name: Xxxxxx X. Xxxxxx, Xx. Title: Chief Executive Officer [Revere On behalf of each of the Underwriters Xxxxxx Xxxxx Securities, LLC 2,000,000 Inc. 2,900,000 3,190,000 Total 2,900,000 3,190,000 Number of Firm SharesUnits: 2,000,000 Public Offering Price per 2,900,000 Number of shares of Common Stock included in each Firm ShareUnit: [$4.00] Underwriting Discount per Firm Share: $ Proceeds to Company per Firm Share One (before expenses): $ None. Xxx Xx, XXXX (1)(21) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysshare of Common Stock

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED MAIA Biotechnology, 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: By: Name: Title: Chief Executive Officer [Revere Securities, ThinkEquity LLC 2,000,000 Number of Firm Shares: 2,000,000 Number of Option Shares: Public Offering Price per Firm Share: [$4.00] $ Underwriting Discount per Firm Share: $ Underwriting Non-accountable expense allowance per Share: $ Proceeds to Company per Firm Share (before expensesexpenses and non-accountable expense allowance): $ None. None. • Vxxx Xxxxx • Sxxxxx X. Xxxxxxxx • Mxxxxx Xxxxxxx • Jxxxxx X. XxXxxxx • Sxxxxx Xxxxxxx • Rxxxxx Xxxxxxxx • Lxxxx Xxxx Xxx Xx• Cxxxxxxx Xxxxx • Sxxx Xxxxx • Lxxxxxxxx Xxxx THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, XXXX 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 (1)(2DEFINED BELOW) 11,000,000 180 days Xxx Xxx XxxxxxxTO ANYONE OTHER THAN (I) THINKEQUITY LLC, XXXX OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (1)(2II) 11,000,000 180 days Xxxx XxxxxA BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [•], XXXX(1)(22023. VOID AFTER 5:00 P.M., EASTERN TIME, [•], 2028. Warrant Shares: [•] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) 11,000,000 180 days Xxxxxx Xxx Xxxxxxcertifies that, WU 0 180 days Xxxxxfor value received, XXXX 0 180 days B Xxx XxxxxThinkEquity LLC or its assigns (the “Holder”) is entitled, XXX 0 180 days Kit Waupon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, TO Oriental Moon Tree Limited at any time on or after [•], 2023 (1)(2the “Initial Exercise Date”) 11,000,000 180 daysand, 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 purposebelow. Very truly yours, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED By: /s/ Rxxxxx X. Xxxxxx Name: Rxxxxx X. Xxxxxx Title: Executive Chairman Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Dxxxxx Xxxxx Securities, Inc. By: /s/ Rxxxxx X. Xxxxxx, Xx. Name: Rxxxxx X. Xxxxxx, Xx. Title: Chief Executive Officer [Revere On behalf of each of the Underwriters Dxxxxx Xxxxx Securities, LLC 2,000,000 Number of Firm Shares: 2,000,000 Public Offering Price per Firm Share: [$4.00] Underwriting Discount per Firm Share: $ Proceeds to Company per Firm Share (before expenses): $ Inc. 9,782,609 11,250,000 4,891,304 5,625,000 Viewtrade Securities, Inc. 3,260,869 3,750,000 1,630,435 1,875,000 Total 13,043,478 15,000,000 6,521,739 7,500,000 None. Xxx XxTHE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, XXXX 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 (1)(2DEFINED BELOW) 11,000,000 180 days Xxx Xxx XxxxxxxTO ANYONE OTHER THAN (I) DXXXXX XXXXX SECURITIES, XXXX INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (1)(2II) 11,000,000 180 days Xxxx XxxxxA BONA FIDE OFFICER OR PARTNER OF DXXXXX XXXXX SECURITIES, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx XxxxxxINC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], WU 0 180 days Xxxxx2018. VOID AFTER 5:00 P.M., XXXX 0 180 days B Xxx XxxxxEASTERN TIME, XXX 0 180 days Kit Wa[●], TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days2022.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter Agreement shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, BRANCHOUT FOOD INC. By: Name: Title: /s/ Exxx Xxxxx Exxx 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: By: Name: Title: Chief Executive Officer [Revere Securities/s/ Jxxxxxxx Xxxxxx Jxxxxxxx Xxxxxx Managing Director Alexander Capital, LLC 2,000,000 L.P. 1,750,000 262,500 Number of Firm Shares: 2,000,000 1,750,000 Number of Option Shares: 262,500 Public Offering Price per Firm Share: [$4.00] 0.800 Underwriting Discount per Firm Share: $ $0.064 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Firm Share (before expenses): $ None. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days$0.736

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, DIAMIR BIOSCIENCES CORP. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: Chief Executive Officer [Revere SecuritiesThe Benchmark Company, LLC 2,000,000 [ ] [ ] Number of Firm Shares: 2,000,000 Number of Option Shares: [ ] Public Offering Price per Firm Share: [$4.00[ ] Underwriting Discount per Firm Share: $ $[ ] Proceeds to Company per Firm Share (before expenses): $ $[ ] None. Xxx Axxxxx Xxxxxxxxxxxx Kxxx X. Xxxxxxxxxx Sxxxxx Xxxxxxx Gxxx Xxxxxxx Cxxxx Xxxxxxx Lxxxx X. Philips Exxxxx X. Xxxxxxxx [●] ______________, 2024 The Benchmark Company, LLC 100 Xxxx 00xx Xx, XXXX 17th Floor New York, NY 10155 Re: DiamiR Biosciences Corp. (1)(2the “Company”) 11,000,000 180 days Xxx Xxx XxxxxxxLadies and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of the Company’s common stock, XXXX $0.001 par value per share (1)(2“Common Stock”), or securities convertible into, exchangeable, or exercisable for Common Stock (“Securities”). The Company proposes to enter into an underwriting agreement (the “Underwriting Agreement”) 11,000,000 180 days Xxxx Xxxxxwith you as representative of the underwriters, XXXX(1)(2with respect to a public offering of the Company’s Common Stock and warrants to purchase the Company’s Common Stock (the “Offering”). The undersigned acknowledges that the Offering will be of benefit to the undersigned. The undersigned also acknowledges that you and each underwriter to be named in the Underwriting Agreement will rely on the representations and agreements of the undersigned contained in this letter in connection with entering into the Underwriting Agreement and performing your and their obligations thereunder. In consideration of the foregoing and as an inducement to you as underwriter, the undersigned hereby agrees that the undersigned will not, without your prior written consent (which consent may be withheld in your sole discretion), directly or indirectly, sell, offer to sell, contract to sell, or grant any option for the sale (including without limitation any short sale), grant any security interest in, pledge, hypothecate, hedge, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) 11,000,000 180 days Xxxxxx Xxx Xxxxxxunder the Securities Exchange Act of 1934, WU 0 180 days Xxxxxas amended, XXXX 0 180 days B Xxx Xxxxxand the rules and regulations promulgated thereunder (collectively, XXX 0 180 days Kit Wathe “Exchange Act”) or otherwise dispose of or enter into any transaction which is designed to, TO Oriental Moon Tree Limited or could be expected to, result in the disposition (1)(2whether by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) 11,000,000 180 days(collectively, a “Disposition”) of any shares of Common Stock or any Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned, or publicly announce the undersigned’s intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date six (6) months following the Closing Date, as defined in the Underwriting Agreement, subject to adjustment as discussed below (the “Lock-up Period”). The restrictions set forth herein shall not apply to the registration of the offer and sale of Common Stock as contemplated by the Underwriting Agreement and the sale of Common Stock to the Underwriters in the Offering and/or participation of the undersigned in the Offering, and shall furthermore not apply to: i) transfers of Securities as a bona fide gift; ii) transfers of Securities for bona fide estate planning purposes, including any such transfer to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family; iii) if the undersigned is a corporation, partnership, limited liability company or other business entity, transfers of Securities to any direct or indirect shareholder, partner or member of, or owner of a similar equity interest in (including, with respect to trusts, beneficiaries), the undersigned, as the case may be, if, in any such case, such transfer is not for value; iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, transfers of Securities (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value, v) the exercise by the undersigned of any stock option(s) issued pursuant to the Company’s existing stock option plans and/or tradable options, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the shares of Common Stock of the Company received upon such exercise shall remain subject to the restrictions provided for in this Agreement, vi) the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement or the conversion or redemption of outstanding convertible securities, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the shares of Common Stock of the Company received upon such exercise shall remain subject to the restrictions provided for in this Agreement, vii) the occurrence after the date hereof of any of the following: (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of 100% of the voting securities of the Company, (b) the Company merges into or consolidates with any other entity, or any entity merges into or consolidates with the Company, or (c) the Company sells or transfers all or substantially all of its assets to another person, provided, that, the shares of Common Stock of the Company received upon any of the events set forth in clauses (a) through (c) above shall remain subject to the restrictions provided for in this Agreement; viii) transfers of Securities by will or intestate succession upon the death of the undersigned, ix) transfers of Securities to the Company in connection with, and to the extent necessary to fund, the payment of taxes due with respect to the vesting of restricted stock, restricted stock units, performance stock units, equity appreciation rights or similar rights to purchase Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, x) transfers of Securities by operation of law or pursuant to an order of a court or regulatory agency, xi) transactions relating to Common Stock or other securities acquired in the open market after the completion of the Offering, provided that no filing under Section 16(a) of the Exchange Act, shall be required or shall be voluntarily made in connection with such transfers, xii) transfers of Securities consented to, in writing by you;

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, ENSERVCO CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: President and CFO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: : A. G.P./ALLIANCE GLOBAL PARTNERS By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Executive Officer [Revere SecuritiesManaging Director, LLC 2,000,000 Investment Banking A.G.P./Alliance Global Partners 3,652,173 547,825 TOTAL 3,652,173 547,825 Number of Firm Shares: 2,000,000 3,652,173 Number of Option Shares: 547,825 Public Offering Price per Firm Share: [$4.00] 2.30 Underwriting Discount per Firm Share: $ $0.138 Proceeds to Company per Firm Share (before expenses): $ $2.162 None. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxxx X. Xxxxxx Xxx Xxxxxxxx Xxxxxxxx Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxx A.G.P./Alliance Global Partners 000 Xxxxxxx Xxxxxx, WU 0 180 days Xxxxx00xx Xxxxx Xxx Xxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysXxxx 00000 Re: Enservco Corporation Ladies and Gentlemen:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [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. GARDEN STAGE LIMITED Very truly yours, COLLABRX, INC. By: /s/ Txxxxx X. Xxxx Name: :Txxxxx X. Xxxx Title: :President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Chief Executive Officer [Revere Securities, LLC 2,000,000 Head of Investment Banking Aegis Capital Corp 913,500 137,025 Number of Firm Shares: 2,000,000 913,500 Number of Option Shares: 137,025 Public Offering Price per Firm Share: [$4.00] 2.00 Underwriting Discount per Firm Share: $ $0.14 Underwriting Non-accountable expense allowance per Share: $0.02 Proceeds to Company per Firm Share (before expenses): $ None. Xxx Xx$1.86 Free Writing Prospectus filed by the Company on June 18, XXXX (1)(22014. 1) 11,000,000 180 days Xxx Xxx Txxxxx X. Xxxx 2) Jxxxx Xxxxx 3) Jxxxxxx X. Xxxxxx 4) Cxxx Xxxxxxx, XXXX (1)(2 5) 11,000,000 180 days Xxxx Gxxxxxx Xxxxxxx 6) Gxxxx Xxxxxx 7) Pxxx Xxxxxxxx 8) Cxxxxxxx X. Xxxxx, XXXX(1)(2 9) 11,000,000 180 days Xxxxxx Xxx Gxxxxx Xxxxxxxx Xxxxx Capital Corp. 800 Xxxxxxx Xxxxxx, WU 0 180 days Xxxxx00xx Xxxxx Xxx Xxxx, XXXX 0 180 days B Xxx XxxxxXxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with CollabRx, XXX 0 180 days Kit WaInc., TO Oriental Moon Tree Limited a Delaware corporation (1)(2the “Company”), providing for the public offering (the “Public Offering”) 11,000,000 180 daysof 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 to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, VIVEVE MEDICAL, 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: : A. G.P./ALLIANCE GLOBAL PARTNERS By: Name: Xxxxxx X. Xxxxxxx Title: Chief Executive Officer [Revere SecuritiesManaging Director, LLC 2,000,000 Investment Banking Number of Firm Class A Units: Number of Class B Units: Number of Option Shares: 2,000,000 Number of Option Warrants: Public Offering Price per Firm ShareClass A Unit: [$4.00] Public Offering Price per Class B Unit: Underwriting Discount per Firm ShareClass A Unit: $ Underwriting Discount per Class B Unit: Proceeds to Company per Firm Share Class A Unit (before expenses): $ NoneProceeds to Company per Class B Unit (before expenses): Issuer Free Writing Prospectus filed with the Commission on January 4, 2021. Xxx Xx, XXXX Xxxxxxx Xxxxxx X. Xxxxxx Xxxxx Xxxxxx Xxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Jorn CRG Partners III L.P. CRG Partners III – Parallel Fund “A” L.P CRG Partners III – Parallel Fund “B” (1)(2Cayman) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX L.P. CRG Partners III (1)(2Cayman) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx AIV I L.P. Alliance Global Partners 000 Xxxxxxx Xxxxxx, WU 0 180 days Xxxxx00xx Xxxxx Xxx Xxxx, XXXX 0 180 days 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 Viveve Medical, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) of (i) Class A Units, with each Class A Unit consisting of one share of common stock, par value $0.0001 per share, of the Company (the “Common Shares”), and a warrant to purchase one Common Share, pursuant to the terms and conditions described in the Warrant and Warrant Agreement, and (ii) Class B Xxx XxxxxUnits, XXX 0 180 days Kit Wawith each Class B Unit consisting of one share of Series C convertible preferred stock, TO Oriental Moon Tree Limited par value $0.0001 per share (1)(2) 11,000,000 180 daysthe “Preferred Shares”), and a warrant to purchase one Common Share, pursuant to the terms and conditions described in the Warrant and Warrant Agent Agreement.. 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, EMULATE THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: Chief Executive Officer [Revere SecuritiesEX Xxxxxx, division of Benchmark Investments, LLC 2,000,000 [●] [●] TOTAL [●] [●] Number of Firm Shares: 2,000,000 [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Option Share: $4.00[●] Underwriting Discount per Firm Share: $ $[●] Underwriting Discount per Option Share: $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] Proceeds to Company per Option Share (before expenses): $[●] None. Xxx XxCxxxx X. Xxxxxx Sxxxxx Xxxx Kxxx X. Xxxxxx Bxxxxxx X. (Mxxx) Bxxxxxx Axxxxx Xxxxxxx Rxxxxxx Xxxxxxxxx Jxxx Xxxxxx Cxxxxxx X. XxXxxxxx The Butters Family Revocable Trust Nxxxx Xxxxxxxx Xxxxxxx M. Bxxxxxx Xxxx and Txxxxx Xxxxxx THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, XXXX 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 (1)(2DEFINED BELOW) 11,000,000 180 days Xxx Xxx XxxxxxxTO ANYONE OTHER THAN (I) EX XXXXXX, XXXX DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (1)(2II) 11,000,000 180 days Xxxx XxxxxA BONA FIDE OFFICER OR PARTNER OF EX XXXXXX, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx XxxxxxDIVISION OF BENCHMARK INVESTMENTS, WU 0 180 days XxxxxLLC 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., XXXX 0 180 days B Xxx XxxxxEASTERN TIME, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days[___________________] [DATE THAT IS FIVE YEARS 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, LMP AUTOMOTIVE HOLDINGS, INC. By: Name: Xxxxx Xxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: Chief Executive Officer [Revere SecuritiesThinkEquity, LLC 2,000,000 a division of Fordham Financial Management, Inc. 1,200,000 180,000 Number of Firm Shares: 2,000,000 1,200,000 Number of Option Shares: 180,000 Public Offering Price per Firm Share: [$4.00] 16.00 Underwriting Discount per Firm Share: $ $1.12 Underwriting Non-accountable expense allowance per Share: $0.16 Proceeds to Company per Firm Share (before expenses): $ $14.72 Investor Presentation dated February 2020 filed with the Commission pursuant to Rule 433 under the Securities Act None. 1. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx Xxxxxx 2. Xxxxxxx “Xxxxx, XXXX(1)(2) 11,000,000 180 days ” Xxxxx 3. Xxxxx Xxxxxxxxxxx 4. Xxxxxx Xxx “Xxx” X. Xxxxxx, WU 0 Xx. 5. Xxxxx Xxxxx 6. Xxxxx Xxxxxx 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 [________________], 2020 [DATE THAT IS 180 days XxxxxDAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., XXXX 0 180 days B Xxx XxxxxEASTERN TIME, XXX 0 180 days Kit Wa[___________________], 2025. Warrant Shares: _______ THIS WARRANT TO Oriental Moon Tree Limited PURCHASE COMMON STOCK (1)(2the “Warrant”) 11,000,000 180 dayscertifies that, for value received, ThinkEquity, a division of Fordham Financial Management, Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 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 LMP Automotive Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.00001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, AMMO, INC. By: Name: Title: /s/ Fxxx X. Xxxxxxxxx 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: By: Name/s/ Jxxxxxxx Xxxxxx Jxxxxxxx Xxxxxx Managing Director Alexander Capital, L.P. 138,220 TOTAL 138,220 Issuer Ammo, Inc. (“POWW” or the “Company”) Book running manager Alexander Capital, L.P. a licensed broker-dealer with FINRA Security: TitleSeries A Cumulative Redeemable Perpetual Preferred Stock (“Preferred”) Ticker: Chief Executive Officer [Revere Securities, LLC 2,000,000 Number of Firm SharesPOWWP (Nasdaq) Principal Amount: 2,000,000 Public Offering Price Up to $3,455,500 Price: $25.00/share Dividend Rate: 8.75% per Firm Share: [annum ($4.00] Underwriting Discount per Firm Share: $ Proceeds to Company per Firm Share (before expenses): $ None. Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days2.1875/share)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED Very truly yours, DANAM HEALTH, INC. By: Name: Txx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: Chief Executive Officer [Revere Securities, Craft Capital Management LLC 2,000,000 EX Xxxxxx LLC Number of Firm Shares: 2,000,000 [●] Public Offering Price per Firm Share: $[$4.00●] Underwriting Discount per Firm Share: $ $[●] Proceeds to Company per Firm Share (before expenses): $ $[●] [None.] [None.] Nxxxx Xxxxxxx Sxxxxxx Xxxxxx Bxxxx Xxxxxx Dxxxxx Xxxxxxxx Sxxxx Xxxxxxxx Sxxxx Xxxx 1. Xxx XxAnnapurna Gundlapalli, XXXX (1)(2) 11,000,000 180 days Xxx Xxx XxxxxxxTrustee of the Annapurna Gundlapalli Revocable Trust 2010 2. Sxxxxxx Xxxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Trustee of the Sxxxxxx Xxxxxxxx Revocable Trust 2007 Craft Capital Management LLC 300 Xxx Xxxxxx, WU 0 180 days XxxxxXxxxx Xxxxxxxxx Garden City, XXXX 0 180 days B Xxx XxxxxNew York 11530 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that Craft Capital Management LLC (the “Representative”), XXX 0 180 days Kit Waproposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Danam Health, TO Oriental Moon Tree Limited Inc., a Delaware corporation (1)(2the “Company”), providing for the initial public offering (the “Public Offering”) 11,000,000 180 daysof shares of common stock, par value $0.001 per share, of the Company (the “Common Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for them in the Underwriting Agreement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. 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. GARDEN STAGE LIMITED Very truly yours, INPIXON 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: By: Name: Title: Chief Executive Officer [Revere Securities, LLC 2,000,000 Number of Firm SharesClass A Units: 2,000,000 [●] Number of Firm Class B Units: [●] Number of Option Class A Units: [●] Number of Option Class B Units: [●] Public Offering Price per Firm ShareUnit: $[$4.00●] Underwriting Discount per Firm ShareUnit: $ $[●] Underwriting Non-accountable expense allowance per Unit: $[●] Proceeds to Company per Firm Share Unit (before expenses): $ $[●] [None. .] [None.] Xxxxx Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxxxxx Xxxxxx Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxxxxxxx Xxxxxxx Xxxxxx SyHoldings Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxx Xxxxxx Xxxxx Capital Corp. 000 Xxxxxxx Xxxxxx, WU 0 180 days Xxxxx00xx Xxxxx Xxx Xxxx, XXXX 0 180 days B Xxx XxxxxXxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Inpixon, XXX 0 180 days Kit Waa Nevada corporation (the “Company”), TO Oriental Moon Tree Limited providing for the public offering of securities of the Company (1)(2the “Public Offering”) 11,000,000 180 daysincluding shares of common stock, par value $0.001 per share, of the Company (the “Shares”), Series 2 Convertible Preferred Stock, and Warrants (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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. GARDEN STAGE LIMITED By: /s/ Hxxxxxxx Xxxxxxxx Name: Hxxxxxxx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ Kxxxx Xxxxx Name: Kxxxx Xxxxx Title: Chief Executive Officer [Revere Boustead Securities, LLC 2,000,000 TOTAL 1,875,000 281,250 Number of Firm Shares: 2,000,000 1,875,000 Number of Option Shares: 281,250 Public Offering Price per Firm Share: [$4.00] 8.00 Public Offering Price per Option Share: $8.00 Underwriting Discount per Firm Share: $ Proceeds to Company $0.56 Underwriting Discount per Option Share: $0.56 Non-Accountable Expense Allowance per Firm Share (before expenses): $ Share: $0.08 Non-Accountable Expense Allowance per Option Share: $0.08 None 1. Xxx XxSY Co., XXXX (1)(2) 11,000,000 180 days Xxx Xxx XxxxxxxLtd. 35. Kxxx Xxxx 2. Yxxxxxxxx Xxxx 36. Hxxxxx Xxxxxx 3. Hxxxxxxx Xxxxxxxx 37. Yxxxxxx Xxxxxx 4. Right Now Co., XXXX (1)(2) 11,000,000 180 days Xxxx XxxxxLtd. 38. Nxxxxxxx Xxxxxxxxxx 5. Vector, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 daysInc. 39. Txxxxxx Xxxx