Common use of Waiver, etc Clause in Contracts

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx X. Xxxxx 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/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Number of Firm Shares: 865,000 Number of Option Shares: 129,750 Public Offering Price per Share: $1.85 Underwriting Discount per Share: $0.1295 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 26, 2023. [None.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPPROPHASE LABS, INC. By: /s/ Hxxxxx X. Xxxxx Txx Xxxxxx Name: Hxxxxx X. Xxxxx Txx Xxxxxx Title: Chief Financial 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/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 4,170,000 0 4,795,500 TOTAL 4,170,000 0 4,795,500 Number of Firm Shares: 865,000 4,170,000 Number of Firm Pre-Funded Warrants: 0 Number of Option SharesShares and/or Option Pre-Funded Warrants: 129,750 625,500 Option Shares Public Offering Price per Share: $1.85 0.72 Public Offering Price per Pre-Funded Warrant: Not applicable Underwriting Discount per Share: $0.1295 0.0504 Underwriting Discount per Pre-Funded Warrant: Not applicable Underwriting non-accountable expense allowance per Share: $0.0072 Underwriting non-accountable expense allowance per Pre-Funded Warrant: Not applicable Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP 0.6696 Proceeds to Company per Pre-Funded Warrants (before expenses): Not applicable Issuer Free Writing Prospectus filed on November 7, 2024 Txx Xxxxxx Jxx X. Xxxxxx Lxxxx Xxxxxxx Wxxxxx Xxxxxx Lxxxx Xxxxxxx THIS PURCHASE WARRANT IS 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 (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on ___________, 2029 (the Securities “Termination Date”) but not thereafter, to subscribe for and Exchange Commission on May 26purchase from ProPhase Labs, 2023Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0005 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. [NoneThe purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. ImmunoPrecise Antibodies Ltd. By: /s/ Hxxxxx X. Xxxxx Xxxxxxxx Xxxx Name: Hxxxxx X. Xxxxx Xxxxxxxx Xxxx Title: President and Chief Financial Officer Executive Officer, Director Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THE BENCHMARK COMPANY LLC By: /s/ Kxxxx Xxxxxx Xxxx X Xxxxx XXX Name: Kxxxx Xxxxxx Xxxx X Xxxxx XXX Title: Senior Managing DirectorDirector The Benchmark Company LLC 640,000 165,000 X.X Xxxxxxxx & Co., Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Inc. 460,000 -- TOTAL 1,100,000 165,000 Number of Firm Shares: 865,000 1,100,000 Number of Option Shares: 129,750 165,000 Public Offering Price per Share: $1.85 1.00 Underwriting Discount per Share: $0.1295 0.93 Underwriting Non-accountable expense Allowance per Share: $0.01 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with 0.92 None. None. Xxxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxx Xxxx Xxxxxxx Xxxxx Xxxxxx Xxxx Xxxxxxx Charmquark TWEE Charmquark EEN Xxxxxxx & Xxxxxx, LLC Xxxxxxxx Xxxx 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) Benchmark Company, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF Benchmark Company, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [FINAL DAY IN THE FOUR AND ONE-HALF-YEAR PERIOD COMMENCING ON THE DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the Securities "Warrant") certifies that, for value received, The Benchmark Company, LLC or its assigns (the "Holder") is entitled, upon the terms and Exchange Commission subject to the limitations on May 26exercise and the conditions hereinafter set forth, at any time on or after __________, 2023 (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York time) on __________, 2028 (the "Termination Date") but not thereafter, to subscribe for and purchase from ImmunoPrecise Antibodies Ltd., a British Columbia company (the "Company"), up to _______ shares (as subject to adjustment hereunder, the "Warrant Shares") of the Company's common shares ("Common Stock"). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Underwriting Agreement dated as of _______, 2023. [None, by and between the Company and The Benchmark Company, LLC ("Benchmark").]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Rxxxxx Xxxxxx Name: Hxxxxx X. Xxxxx Rxxxxx Xxxxxx Title: Chief Financial 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 Xxxxxx Name: Kxxxx Xxxxxx Title: Dxxxx Xxxxxxxxxx Dxxxx Xxxxxxxxxx Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Director Underwriter Total Number of Firm Shares: 865,000 Units to be Purchased Maximum Number of Option SharesUnits to be Purchased Network 1 Financial Securities, Inc. 900,000 135,000 The Benchmark Company, LLC 600,000 90,000 TOTAL 1,500,000 225,000 Number of Firm Units: 129,750 1,500,000 Number of Option Units: 225,000 Public Offering Price per ShareUnit: $1.85 5.00 Underwriting Discount per ShareUnit: $0.1295 0.45 Underwriting Non-accountable expense allowance per Unit: $0.05 Proceeds to Company per Share Unit (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 264.50 Free Writing Prospectus, 2023dated November 8, 2017 Free Writing Prospectus, dated December 5, 2017 Free Writing Prospectus, dated March 2, 2018 Free Writing Prospectus, dated March 12, 2018 Free Writing Prospectus, dated April 24, 2018 Wxxxxxx X. Xxxxxx Bxxxxxxx Xxxxxxxxxxx, M.D. Mxxx X. Xxxxxxxx, M.D. Sxxxx Xxxxxxx Rxxxxx X. Xxxxxxxx Rxxxxx X. Xxxxx Sxxxxx Xxxxxxxx Biodyne Holding, S.X. Xxxxxxxx Ventures Ltd. Hxxxxxx Jxxxx Laboratories Vascular, Inc., a Delaware corporation 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). [NoneTHIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO ____________1. VOID AFTER 5:00 P.M., EASTERN TIME, ____________2.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPNEOSTEM, INC. By: /s/ Hxxxxx Xxxxx X. Xxxxx Name: Hxxxxx Xxxxx X. Xxxxx Xxxxx, M.D. Title: Chief Financial 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/ Kxxxx Xxxxx Xxxxxx Name: Kxxxx Xxxxx Xxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment BankingSch. 1-1 Underwriter Total Number ofFirm Shares to be Purchased Number of Additional Shares to be Purchased if the Underwriters’ Option is Fully Exercised Aegis Capital Corp. 5,000,000 750,000 Number of Firm Shares: 865,000 5,000,000 Number of Option Shares: 129,750 750,000 Public Offering Price per Share: $1.85 7.00 Underwriting Discount per Share: $0.1295 0.49 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 26, 2023. [6.51 None.] 1. Xxxxx X. Xxxxx, M.D. 2. Xxxxxxx Xxxxxx 3. Xxxxxx X. Xxxxx 4. Xxxx X.X. Xxx 5. Xxxx Xxxxxxxxx 0. Xxxxxx X. Xxxxxx, M.D., FACP

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-non- compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-non- compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Company and the CompanyRepresentatives, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx X. Xxxxx 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 heretoDate: By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Managing DirectorDate: By: Name: Title: Date: Craft Capital Management, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 WestPark Capital, Inc. Number of Firm Shares: 865,000 2,500,000 Number of Option Shares: 129,750 375,000 Public Offering Price per Share: $1.85 $ Underwriting Discount per Share: $0.1295 $ Proceeds to Company per Share (after the underwriting discount and before expenses): $ Free writing prospectus dated February 20, 2024 Filed pursuant to Rule 433 of the Securities Act of 1993, as amended Relating to Preliminary Prospectus dated January 10, 2024 Registration No. 333-271502 , 2024 Craft Capital Management, LLC 000 Xxx Xx. Lower Concourse Garden City, NY 11530 WestPark Capital, Inc. 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000 Los Angeles, CA 90067 As Representatives of the several underwriters named on Schedule 1 to the Underwriting Agreement Ladies and Gentlemen: The undersigned understands that Craft Capital Management, LLC and WestPark Capital, Inc. (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Majestic Ideal Holdings Ltd, a Cayman Islands company (the “Company”), providing for the initial public offering (the “Public Offering”) of ordinary shares, par value $1.7205 Form FWP filed 0.0000625 per share, of the Company (the “Shares”). To induce the Representatives to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representatives, the undersigned will not, during the period commencing on the date hereof and ending one hundred and eighty days (180) days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, now owned by the undersigned or any affiliate of the undersigned or with respect to which the undersigned or any affiliate of the undersigned has acquired the power of disposition; the shares of common stock owned by the undersigned are hereinafter referred to as the “Lock- Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, whether any such transaction is to be settled by delivery of shares of Lock-Up Securities, in cash or otherwise; (3) except as otherwise permissible under the Underwriting Agreement, make any demand for or exercise any right with respect to the registration of any Lock- Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities and without the prior written consent of the Representatives 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 Commission on May 26Act of 1934, 2023. [None.]as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Lock- Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of 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);

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPAxxxx Biosciences, INC. Inc. By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx X. Xxxxx 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/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Exxx Xxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking/Underwritings Underwriter Number of Firm SharesClass A Units Number of Class B Units Jxxxxx Xxxxxx & Co., LLC 15,500,000 3,675 Number of Class A Units: 865,000 15,500,000 Number of Class B Units: 3,675 Number of Option Shares: 129,750 6,000,000 Number of Option Warrants: 6,000,000 Public Offering Price per ShareClass A Unit: $1.85 0.15 Underwriting Discount per ShareClass A Unit: $0.1295 Proceeds 0.0105 Public Offering Price per Class B Unit: $1,000 Underwriting Discount per Class B Unit: $70.00 Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) JXXXXX XXXXXX & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF JXXXXX XXXXXX & CO., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Jxxxxx Xxxxxx & Co., LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______, 2018 [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (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 Axxxx Biosciences, Inc., a New Jersey corporation (the “Company”), up to ______ shares of Common Stock, no par value per share, of the Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Securities and Exchange Commission on May 26Exercise Price, 2023. [Noneas defined in Section 2(b).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INCFORESIGHT AUTONOMOUS HOLDINGS LTD. By: /s/ Hxxxxx X. Xxxxx Xxxx Xxxxxx Name: Hxxxxx X. Xxxxx Xxxx Xxxxxx Title: Chief Financial 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: /s/ Kxxxx Xxxxxx X. Xxxxxxx Name: Kxxxx Xxxxxx X. Xxxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking Underwriter Total Number of Firm Shares: 865,000 Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised A.G.P./Alliance Global Partners 2,000,000 300,000 Chardan Capital Markets, LLC 1,400,000 210,000 The Benchmark Company, LLC 600,000 45,000 TOTAL 4,000,000 600,000 Number of Firm Shares 4,000,000 Number of Option Shares: 129,750 600,000 Public Offering Price per ShareADS: $1.85 1.50 Underwriting Discount per ShareADS: $0.1295 0.09 Proceeds to Company per Share Security (after the underwriting discount and before expenses): $1.7205 Form FWP filed 1.41 Xxxx Xxxxx Xxxxxxx Xxxxx Xxxxx Xxxxxx Xxx Xxxxxx Xxxx Xxxxxxxxx Xxxxx Xxxxx Vered Avio Raz Levy Tzurya Magna BSP Ltd Xxxx Xxxxxx Xxxx Xxxxxxx Xxxx Xxxxx Xxxxx Cohadier Xxxxxx Xxxxxx Xxxxx Xxx A.G.P./Alliance Global Partners As Representative of the several Underwriters named on Schedule 1 attached hereto 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as representative of the several underwriters (the “Representative”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement) providing for you to serve as an underwriter, along with Chardan Capital Markets, LLC and The Benchmark Company, LLC and potentially other investment banking firms (the “Underwriters”) for Foresight Autonomous Holdings Ltd., an Israeli corporation (the “Company”), in connection with a public offering (the “Public Offering”) of the Company’s American Depositary Shares (the “ADS”) representing ordinary shares, no par value (the “Ordinary Shares” and, together with the ADS, the “Shares”) pursuant to the terms of the Underwriting Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without your prior written consent, the undersigned will not, directly or indirectly, (a) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any Shares (including, without limitation, Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and Shares that may be issued upon exercise of any options, or warrants) or securities convertible into or exercisable or exchangeable for Shares; (b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Shares, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Shares or other securities, in cash or otherwise; (c) except as provided for below, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Shares or securities convertible into or exercisable or exchangeable for Shares or any other securities of the Company; or (d) publicly disclose the intention to do any of the foregoing for a period commencing on May 26the date hereof and ending three (3) months after the closing of the Public Offering (such three-month period, 2023. [Nonethe “Lock-Up Period”).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, 1847 XXXXXXXX INC. By: /s/ Hxxxxx Xxxxxx X. Xxxxx Name: Hxxxxx Xxxxxx X. Xxxxx Title: Chief Financial Officer 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 By: /s/ Kxxxx Xxxxxx Xxxx Xxxx Name: Kxxxx Xxxxxx Xxxx Xxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. 700,056 104,944 Aegis Capital Corp. 333,360 49,973 Spartan Capital Securities, LLC 865,000 129,750 77,784 11,660 TOTAL 1,111,200 166,577 Number of Firm Shares: 865,000 1,111,200 Number of Option Shares: 129,750 166,577 Public Offering Price per Share: $1.85 9.00 Underwriting Discount per Share: $0.1295 0.675 Underwriting Non-accountable expense allowance per Share: $0.09 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed 8.235 None. Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxx Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx Xxxxx Xxxxxxxx Xxxx Xxxxxxxx Leonite Capital LLC 1847 Xxxxxxxx Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the Securities “Termination Date”), but not thereafter, to subscribe for and Exchange Commission on May 26purchase from 1847 Xxxxxxxx Inc., 2023a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. [NoneThe purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPMANHATTAN BRIDGE CAPITAL, INC. By: /s/ Hxxxxx X. Xxxxx Assaf Ran Name: Hxxxxx X. Xxxxx Assaf Ran Title: Chief Financial Officer CEO 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/ Kxxxx Dxxxx Xxxxxx Name: Kxxxx Dxxxx Xxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking Aegis Capital Corp 1,015,000 152,250 Number of Firm Shares: 865,000 1,015,000 Number of Option Additional Shares: 129,750 152,250 Public Offering Price per Share: $1.85 $ 4.39 Underwriting Discount per Share: $0.1295 $ 0.3073 Proceeds to Company per Share (after the underwriting discount and before other expenses): $ 4.0827 Underwriting Non-accountable expense allowance per Share: $ 0.0439 · Assaf Ran · Vxxxxxx Xxx · Mxxxxxx Xxxxxxx · Exxx Xxxxxxxxx · Mxxx Xxxxxxxx · Lxxxx Xxxxxxxx Xxxxx Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Manhattan Bridge Capital, Inc., a New York corporation (the “Company”), dated the date hereof, providing for the public offering (the “Public Offering”) of Common Shares, par value $1.7205 Form FWP filed with 0.001 per share, of the Securities and Exchange Commission on May 26, 2023. [NoneCompany (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 Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPDPW HOLDINGS, INC. By: /s/ Hxxxxx Mxxxxx X. Xxxxx Xxxx, III Name: Hxxxxx Mxxxxx X. Xxxxx Xxxx, III Title: Chief Financial 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: /s/ Kxxxx Xxxxxx Txxxxx X. Xxxxxxx Name: Kxxxx Xxxxxx Txxxxx X. Xxxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking Issue Prices to the Public: $0.44 per Firm Share $0.01 per Firm Warrant $0.43 per Firm Pre-Funded Warrant Underwriting Commission $0.4092 per Firm Share $0.0093 per Firm Warrant $0.3999 per Firm Pre-Funded Warrant Aggregate Number of Firm Securities to be Sold 28,55,500 Firm Shares 15,555,500 Firm Warrants 12,700,000 Firm Pre-Funded Warrants Expected Closing Date April 2, 2019 Firm Warrant Exercise Price $0.45 Firm Pre-Funded Warrant Exercise Price (Nominal) $0.01 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with DPW Holdings, 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: 865,000 Number of Option Shares: 129,750 Public Offering Price per Share: $1.85 Underwriting Discount per Share: $0.1295 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 26, 2023. [None”).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. INPIXON By: /s/ Hxxxxx X. Xxxxx Xxx Name: Hxxxxx X. Xxxxx Xxx Title: Chief Financial 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/ Kxxxx Xxxxx Xxxxxx Name: Kxxxx Xxxxx Xxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking Number of Firm SharesClass A Units: 865,000 1,849,460 Number of Firm Class B Units: 4,060 Number of Option SharesClass A Units: 129,750 277,419 Number of Option Class B Units: 609 Public Offering Price per ShareClass A Unit: $1.85 1.05 Public Offering Price per Class B Unit: $1,000.00 Underwriting Discount per ShareClass A Unit: $0.1295 0.0735 Underwriting Discount per Class B Unit: $70.00 Underwriting Discount per Debtholder Class A Unit: $0.02625 Underwriting Discount per Debtholder Class B Unit: $25.00 Underwriting Non-accountable expense allowance per Class A Unit: $0.0105 Underwriting Non-accountable expense allowance per Class B Unit: $10.00 Exercise Price per Warrant: $1.3125 Proceeds to Company per Share Class A Unit (after the underwriting discount and before expenses): $1.7205 Form FWP filed 0.9765 Proceeds to Company per Class B Unit (before expenses): $930.00 Proceeds to Company per Debtholder Class A Unit (before expenses): $1.02375 Proceeds to Company per Debtholder Class B Unit (before expenses): $975.00 xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1529113/000121390017006359/fwp061217_inpixon.htm None. Xxxxx Xxx Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxxxxx Xxxxxx Xxx Xxx Xxxxxxxxx Xxxxxxx Xxxxxx SyHoldings Xxxx Xxxxxx Xxxxx Xxxxxx Hillair Capital Investments L.P. The holders of those certain convertible promissory notes issued pursuant to the securities purchase agreement, dated May 31, 2017. Xxxxx Capital Corp. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 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, a Nevada corporation (the Securities “Company”), providing for the public offering of securities of the Company (the “Public Offering”) including shares of common stock, par value $0.001 per share, of the Company (the “Shares”), Series 2 Convertible Preferred Stock, and Exchange Commission on May 26, 2023. [NoneWarrants (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. Very truly yours, FG FINANCIAL GROUPMARPAI, INC. By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx X. Xxxxx 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: THINKEQUITY LLC By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Managing Director, Head of Equity Syndicate [Signature Page] ThinkEquity LLC 865,000 129,750 7,400,000 0 TOTAL 7,400,000 0 Sch. 1-1 Number of Firm Shares: 865,000 7,400,000 Number of Option Shares: 129,750 0 Public Offering Price per Share: $1.85 1.00 Underwriting Discount per Share: $0.1295 0.07 Underwriting Non-accountable expense allowance per Share: $0.01 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with 0.93 Sch. 2-A None. Sch. 2-B None. Sch. 2-C Xxxxxxx Xxxxxxxx Chief Executive Officer, Secretary and Director Xxxxx Xxxxxxx Chief Financial Officer Xxxxx Xxxxxx Chief Financial Officer Xxxx Xxxxxx President, Product and Development Xxxxx Xxxxx Chairman of the Securities Board of Directors Xxxxxx Xxxxxxxxx Director Xxxxx Xxxx Director Xxxxxx Xxxxxxx Director Xxxxxxx Xxxx Director Xxxxxxx XxXxxxxxx Director Sch. 3-1 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●]. VOID AFTER 5:00 P.M., EASTERN TIME, [●]. 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 Exchange Commission subject to the limitations on May 26exercise and the conditions hereinafter set forth, at any time on or after [●], 2023, which is six months from the Effective Date (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(a), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MARPAI, INC., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Class A common stock, par value $0.0001 per share, of the Company (the “Common Stock”), as subject to adjustment hereunder. [NoneThe purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: _/s/ Hxxxxx X. Xxxxx Masateru Higashida_________________ Name: Hxxxxx X. Xxxxx Xxxxxxxx Xxxxxxxxx Title: Chief Financial Officer Executive Officer, Secretary, and Treasurer Confirmed 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 Xxxxxx Xxxx Xxxxx Name: Kxxxx Xxxxxx Xxxx Xxxxx Title: Senior Managing DirectorDirector BENCHMARK COMPANY, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 700,000 105,000 Number of Firm Shares: 865,000 700,000 Number of Option Shares: 129,750 105,000 Public Offering Price per Firm Share: $1.85 9.00 Public Offering Price per Option Share: $9.00 Underwriting Discount per Firm Share: $0.1295 Proceeds to Company 0.63 Underwriting Discount per Share (after the underwriting discount and before expenses): Option Share: $1.7205 Form FWP filed with the Securities and Exchange Commission on May 26, 20230.63 SCHEDULE 2-B 1. [None.]Xxxxxxxx Xxxxxxxxx 2.Xxxxxx Xxxxxx 3.Xxxxxxx Xxxxxxx 4.Xxxxxxxxxx Xxxxxx 5.Xxxxx X. Xxxxxx 6.J. Xxxxx Xxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Xxxxxx Xxxxxxxx Name: Hxxxxx X. Xxxxx Xxxxxx Xxxxxxxx Title: Chief Financial 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 Xxxxxx Xxxxx Xxxxx Name: Kxxxx Xxxxxx Xxxxx Xxxxx Title: Managing DirectorChief Executive Officer Boustead Securities, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 1,500,000 225,000 Number of Firm Shares: 865,000 1,500,000 Number of Option Shares: 129,750 225,000 Public Offering Price per Firm Share: $1.85 5.00 Public Offering Price per Option Share: $5.00 Underwriting Discount per Firm Share: $0.1295 Proceeds to Company 0.35 Underwriting Discount per Share (after the underwriting discount Option Share: $0.35 Non-accountable Expense Allowance per Firm Share: $0.0375 Non-accountable Expense Allowance per Option Share: $0.0375 None None 1. Xxxxx Xxxxxxxx, Chief Operating Officer 2. Xxxxxx Xxxxxxxx, Chief Executive Officer, President and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 26, 2023. [None.]Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Xxx Xx Name: Hxxxxx X. Xxxxx Xxx Xx Title: Chief Financial Executive Officer and Chairman Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ Kxxxx Xxxxxx Xxxxxxx X. Xxxxx Name: Kxxxx Xxxxxx Xxxxxxx X. Xxxxx Title: Managing DirectorChief Executive Officer Xxxxxxxx Securities, Head of Equity Syndicate ThinkEquity Inc. 747,500 859,625 X. Xxxxx Capital LLC 865,000 129,750 747,500 859,625 X. X. Xxxxxxxx & Co., Inc 5,000 5,750 TOTAL 1,500,000 1,725,000 Number of Firm Shares: 865,000 1,500,000 Number of Option Shares: 129,750 225,000 Public Offering Price per Firm Share: $1.85 3.7 Public Offering Price per Option Share: $3.7 Underwriting Discount per Firm Share: $0.1295 0.3 Underwriting Discount per Option Share: $0.3 Proceeds to Company per Firm Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed 6,000,000 Proceeds to Company per Option Share (before expenses): N/A N/A Xxx Xx Xxx Xxxx Xxxxxx Xxx Xxxx Xxxx Xxxx Xxxx Xx Huahao (BVI) Limited Huayue (BVI) Holding Limited Huaxuan (BVI) Limited Huamao (BVI) Limited Huajing (BVI) Limited Warrant Shares: [ ] Initial Exercise Date: [ ]1 This Ordinary Shares Purchase Warrant (the “Warrant”) certifies that, for value received, _______ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times on or after [ ]1, 2025 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), on or prior to 5:00 p.m. (New York City time) on the Securities date that is four and Exchange Commission on May 26one-half (4.5) years following the Initial Exercise Date (the “Termination Date”) but not thereafter, 2023. [Noneto subscribe for and purchase from Huachen AI Parking Management Technology Holding Co., Ltd, an exempted company formed under the laws of the Cayman Islands (the “Company”), up to ______ of the Company’s ordinary shares, par value $0.00000125 per share (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant 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-non- compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-non- compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Company and the CompanyRepresentative, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx X. Xxxxx Title: Chief Financial Officer Confirmed as Date: By: Name: Title: Date: Number of the date first written above mentionedFirm Shares: 2,500,000 Number of Option Shares: 375,000 Public Offering Price per Share: $ Underwriting Discount per Share: $ Proceeds to Company per Share (before expenses): $ None. None. , on behalf of itself and as 2023 WestPark Capital, Inc. 000 X. 00xx Xxxxxx, 17th Floor New York, NY 10155 As Representative of the several Underwriters named on Schedule 1 heretoto the Underwriting Agreement Ladies and Gentlemen: By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Managing DirectorThe undersigned understands that Westpark Capital, Head Inc. (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Majestic Ideal Holdings Ltd, a Cayman Islands company (the “Company”), providing for the initial public offering (the “Public Offering”) of Equity Syndicate ThinkEquity LLC 865,000 129,750 Number ordinary shares, par value $0.0000625 per share, of Firm the Company (the “Shares: 865,000 Number ”). To induce the Underwriter to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Option Shares: 129,750 the Underwriter, the undersigned will not, during the period commencing on the date hereof and ending one hundred and eighty days (180) days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering Price per Share: $1.85 (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, now owned by the undersigned or any affiliate of the undersigned or with respect to which the undersigned or any affiliate of the undersigned has acquired the power of disposition; the shares of common stock owned by the undersigned are hereinafter referred to as the “Lock- Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, whether any such transaction is to be settled by delivery of shares of Lock-Up Securities, in cash or otherwise; (3) except as otherwise permissible under the Underwriting Discount per Share: $0.1295 Proceeds Agreement, make any demand for or exercise any right with respect to Company per Share 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 underwriting discount and before expenses): $1.7205 Form FWP filed with completion of the Public Offering; provided that no filing under Section 16(a) of the Securities and Exchange Commission on May 26Act of 1934, 2023. [None.]as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Lock- Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of 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);

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPBITNILE HOLDINGS, INC. By: /s/ Hxxxxx Wxxxxxx X. Xxxxx Name: Hxxxxx Wxxxxxx X. Xxxxx Title: Chief Financial 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 Jxxxxxxx Xxxxxx NameJxxxxxxx Xxxxxx Managing Director Alexander Capital, L.P. 144,000 TOTAL 144,000 Issuer BitNile Holdings, Inc. (“NILE” or the “Company”) Placement Agent Alexander Capital, L.P. a licensed broker-dealer with FINRA Security: Kxxxx Xxxxxx Title13.00% Series D Cumulative Redeemable Perpetual Preferred Stock (“Series D Preferred Stock”) Ticker: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Number of Firm Shares: 865,000 Number of Option Shares: 129,750 Public Offering Price per ShareNILE PRD (NYSE American) Principal Amount: $1.85 Underwriting Discount per Share3,600,000 Price: $0.1295 Proceeds 25.00/share Par Value: $25.00/share Dividend Rate: 13.00% per annum ($3.25/share) Dividend Payments: Monthly in arrears, on the last day of the month ($0.2708333/share) Term/Maturity Date: Series D Preferred Stock is perpetual and has no maturity date Redemption Feature: Prior to Company per Share (the date that is three years after the underwriting discount initial issuance, the Series D Preferred Stock may be redeemed at NILE’s option, in whole or in part, at any time or from time to time, at a redemption price of $25.50 per share of Series D Preferred Stock, plus any accumulated and before expenses): unpaid dividends (whether or not declared) on the Series D Preferred Stock up to, but not including, the date of such redemption, upon written notice, as provided in the prospectus. On and after the date that is three years following the initial issuance, the redemption price decreases to $1.7205 Form FWP filed with 25.00 per share. Conversion into Common: The Preferred is not convertible into the Securities common stock of the Company. Confidentiality The existence of this term sheet and Exchange Commission on May 26the individual terms and conditions are of a confidential nature and shall not be disclosed to anyone, 2023except to the Company, the investors and their respective legal advisors 1. [None.]Gxxxxxx Worldwide, Inc. (f/k/a DPW Technologies Group, Inc.), a Delaware corporation 2. Axxx Alliance, Inc. (f/k/a DPW Financial Group, Inc.), a Delaware corporation 3. TurnOnGreen, Inc. (f/k/a Coolisys Technologies Corp.), a Nevada corporation 4. Microphase Corporation, a Delaware corporation

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx Xxxxxxx X. Xxxxx Dec Name: Hxxxxx Xxxxxxx X. Xxxxx Dec 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/ Kxxxx Xxxxxx Xxxxxx Name: Kxxxx Xxxxxx Xxxxxx Title: Managing Director, Director / Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking Aegis Capital Corp. 9,000,000 1,350,000 TOTAL 9,000,000 1,350,000 Number of Firm Shares: 865,000 9,000,000 Number of Option Shares: 129,750 1,350,000 Public Offering Price per Firm Share: $1.85 0.60 Purchase Price per Firm Share: $0.558 Purchase Price per Option Share: $0.558 Underwriting Discount per Firm Share: $0.042 Underwriting Non-accountable expense allowance per Share: $0.1295 0.006 Proceeds to Company per Firm Share (after the underwriting discount and before accountable expenses): $1.7205 0.552 JVen Capital LLC Merck Global Health Innovation Fund Form FWP filed with the Securities 483 information for Woburn facility in diligence and previously disclosed in Exchange Commission on May 26, 2023. [NoneAct filings when pertinent.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL ESPORTS ENTERTAINMENT GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx X. Xxxxx Title: Xxxxxxx Chief Financial 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/ Kxxxx Xxxxxxxx X. Xxxxxx Name: Kxxxx Xxxxxx Title: Executive Managing Director, Head of Equity Syndicate ThinkEquity Investment Banking Maxim Group LLC 865,000 129,750 990,000 148,500 297,000 (148,500 Unit A Warrants and (148,500 Unit B Warrants) Xxxxxx Xxxxxx & Co., LLC 990,000 148,500 297,000 (148,500 Unit A Warrants and (148,500 Unit B Warrants) Totals 1,980,000 297,000 594,000 Number of Firm Units: 1,980,000 Firm Shares: 865,000 1,980,000 Unit A Warrants: 1,980,000 Unit B Warrants: 1,980,000 Number of Option Securities: 297,000 Firm Shares: 129,750 297,000 Unit A Warrants: 297,000 Unit B Warrants: 297,000 Public Offering Price per Firm Share: $1.85 4.23 Underwriting Discount per Firm Share: $0.1295 0.2961.* Public Offering Price per each Firm Warrant: $0.01 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Share Firm Unit (after the underwriting discount before expenses and before expensescredit): $1.7205 3.9525 Underwriting non-accountable expense allowance per Firm Unit: $0.0425 * The Company shall be credited by an amount equal to $25,000 at Closing; which shall reduce the aggregate Underwriting Discount. Reference is made to Exhibit 4.1 to the Registration Statement on Form FWP filed S-1 (File Number 333-231167) of the Company, which is incorporated by reference. Maxim Group LLC The Chrysler Building 000 Xxxxxxxxx Xxx Xxx Xxxx, XX 00000 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that you and certain other firms (the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by the Underwriters of shares (“Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase Common Stock (the “Warrants” and collectively with the Shares, the “Securities”), of Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), and that the Underwriters propose to reoffer the Securities to the public (the “Offering”). In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) except as provided for below, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company, or (4) publicly disclose the intention to do any of the foregoing for a period commencing on May 26the date hereof and ending on the 365th day after the date of the Prospectus relating to the Offering (such 365-day period, 2023. [Nonethe “Lock-Up Period”).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INCBLINK CHARGING CO. By: /s/ Hxxxxx Mxxxxxx X. Xxxxx Xxxxxx Name: Hxxxxx Mxxxxxx X. Xxxxx Xxxxxx Title: Chief Financial Officer CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ Kxxxx Xxxxxx Exxx Xxxx Name: Kxxxx Xxxxxx Exxx Xxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity Investment Banking/Underwritings Jxxxxx Xxxxxx & Co., LLC 865,000 129,750 3,060,000 6,120,000 652,950 1,305,900 The Benchmark Company, LLC 1,293,000 2,586,000 0 0 TOTAL 4,353,000 8,706,000 652,950 1,305,900 Number of Firm Securities: 4,353,000 Firm Shares: 865,000 , 8,706,000 Firm Warrants Number of Option Securities: 652,950 Option Shares: 129,750 , 1,305,900 Option Warrants Public Offering Price per Firm Share: $1.85 4.23 Underwriting Discount per Firm Share: $0.1295 0.2961 Public Offering Price per Firm Warrant: $0.01 Underwriting Discount per Firm Warrant: $0.0007 Underwriting Non-Accountable Expense Allowance per Public Security: $0.0425 Proceeds to Company per Share Public Security (after the underwriting discount and before expenses): $1.7205 Form FWP filed 3.9525 None Mxxxxxx X. Xxxxxx Mxxxxxx Xxxxxx Ixx Xxxxxxxx Axxxxx Xxxxxxx Dxxxxx Xxxxx Axxx Xxxxxx Rxxxxx Xxxxxxxxxx BLNK Holdings LLC JMJ Financial Jxxxxx Xxxxxx & Co., LLC 30 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Jxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Blink Charging Co., a Nevada corporation (the Securities “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) and Exchange Commission on May 26warrants to purchase Common Stock (collectively, 2023. [Nonethe “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. Very truly yours, FG FINANCIAL GROUPGAIN THERAPEUTICS, INC. By: /s/ Hxxxxx X. Mxxxxxxx Xxxxx Name: Hxxxxx X. Xxxxx 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/ Kxxxx Xxxxxx Cxxx X. Xxxxxxxx Name: Kxxxx Xxxxxx Cxxx X. Xxxxxxxx Title: Senior Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking and Capital Markets Number of Firm Shares: 865,000 2,213,044 Number of Firm Warrants: 1,106,522 Number of Option Shares: 129,750 331,956 Number of Option Warrants: 165,978 Public Offering Price per Sharetwo (2) shares and accompanying Warrant: $1.85 $ 4.01 Underwriting Discount per Sharetwo (2) shares and accompanying Warrant: $0.1295 $ 0.2807 Proceeds to Company per Share two (after the underwriting discount 2) shares and accompanying Warrant (before expenses): $1.7205 Form FWP filed with $ 3.7293 Gross Proceeds to the Company (before expenses) (without Option Securities and Exchange Commission on May 26, 2023exercise): $ 4,437,153.22 Net Proceeds to the Company (before expenses) (without Option Securities exercise): $ 4,126,552.49 None. [None.]Mxxxxxxx Xxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter Agreement shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. VOCODIA HOLDINGS CORP By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx X. Xxxxxxx Xxxxx Title: Xxxxxxx Chief Financial 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: /s/ Kxxxx Xxxxxxxx Xxxxxx Name: Kxxxx Xxxxxxxx Xxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Director Underwriter Total Number of Firm Shares: 865,000 Securities to be Purchased Number of Option SharesSecurities to be Purchased if the Over- Allotment Option is Fully Exercised Alexander Capital, L.P. 929,412 210,000 Network 1 Financial Securities, Inc. 470,588 0 Number of Firm Securities: 129,750 1,400,000 Number of Option Securities: 210,000 Public Offering Price per ShareUnit: $1.85 4.2500 Underwriting Discount per ShareUnit: $0.1295 0.2975 Underwriting Non-accountable expense allowance per Unit: $0.0425 Proceeds to Company per Share Unit (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 26, 2023. [3.9100 None.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPAZITRA, INC. By: /s/ Hxxxxx X. Fxxxxxxxx Xxxxx Name: Hxxxxx X. Fxxxxxxxx Xxxxx Title: Chief Financial Officer President & CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: /s/ Kxxxx Xxxxxx Exxx Xxxx Name: Kxxxx Xxxxxx Exxx Xxxx Title: Managing Director, Head of Equity Syndicate Investment Banking ThinkEquity LLC 865,000 129,750 16,667,000 2,500,000 TOTAL 16,667,000 2,500,000 Number of Firm Shares: 865,000 16,667,000 Number of Option Shares: 129,750 2,500,000 Public Offering Price per Share: $1.85 0.30 Underwriting Discount per Share: $0.1295 0.02250 Underwriting Non-accountable expense allowance per Share: $0.00300 Proceeds to Company per Share (after the underwriting discount before expenses and before expensesnon-accountable expense allowance): $1.7205 Form FWP filed 0.27750 Free Writing Prospectus dated January 19, 2024 None. ● Fxxxxxxxx X. Xxxxx ● Nxxxxx Xxxxxxx ● Txxxxx Xxxxxxxx ● Axxxxx XxXxxxx, MD ● Bxxxxxx Xxxx ● 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 FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: [●] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [●], 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 Securities date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and Exchange Commission on May 26purchase from Azitra, 2023Inc., 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. [NoneThe purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPMERIDIAN WASTE SOLUTIONS, INC. By: /s/ Hxxxxx X. Xxxxx Xxxxxxx Xxxxxx Name: Hxxxxx X. Xxxxx Xxxxxxx Xxxxxx Title: Chief Financial 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: XXXXXX XXXXXX & CO., LLC. By: /s/ Kxxxx Xxxxxx Xxxx Xxxx Name: Kxxxx Xxxxxx Xxxx Xxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking/Underwritings Xxxxxx Xxxxxx & Co., LLC… 2,100,000 450,000 2,100,000 450,000 Axiom Capital Management, Inc. 900,000 0 900,000 0 Number of Firm Shares: 865,000 3,000,000 Number of Firm Warrants: 3,000,000 Number of Option Shares: 129,750 450,000 Number of Option Warrants: 450,000 Warrant exercise price: $5.16 Public Offering Price per ShareFirm Security: $1.85 4.13 Underwriting Discount per ShareFirm Security: $0.1295 0.2891 Proceeds to Company per Share Firm Security (after the underwriting discount before non-accountable expense allowance and before other expenses): $1.7205 Form FWP filed 3.8409 Underwriting Non-accountable expense allowance per Firm Security: $0.030975 Public Offering Price per Option Share: $4.12 Public Offering Price per Option Warrant: $0.01 Underwriting Discount per Option Share: $0.2884 Underwriting Discount per Option Warrant: $0.0007 None. ● Xxxxxx Xxxxxxx ● Xxxxxxx X. Xxxxxx ● CC2G Holdings, LLC ● DC AG Inc. ● Xxxxxxx Xxxxxx ● Xxxxxx Xxxxx ● Xxxxxxx Xxxxx ● Xxxxxx X’Xxxxxx ● Xxxxx Xxxxxxxx ● Xxxxxx Xxxxxxxx ● Xxxxx Trust ● Xxxxxxx X. Xxxxx ● Xxxxxxx, Xxxxx & Co. ● Xxxxxx X. Xxxx ● Xxxx Xxxxxxxx ● MH Sarranow 1992 Living Trust ● Xxxxxxx Xxxxxxx ● Praesidian Capital Opportunity Fund III, LP ● Praesidian Capital Opportunity Fund III-A, LP ● Praesidian Capital Opportunity Management III, LLC ● Praesidian Capital Opportunity Management III-A, LLC ● Xxxxxxx Xxxxxxx ● The Xxxxx Family Trust ● X.X. Xxxxxxxxxx Construction, Inc. ● Xxxxxxx X. Xxxxxx ● Xxxxxxxxx Xxxxxx-Xxxx ● Xxxxxx X. Xxxx ● Xxx X. Xxxxxxxxxx Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Meridian Waste Solutions, Inc., a New York corporation (the Securities “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.025 per share, of the Company (the “Shares”) and Exchange Commission on May 26, 2023. [Nonewarrants to purchase Shares.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, RENNOVA HEALTH INC. By: /s/ Hxxxxx X. Xxxxxx Xxxxx Name: Hxxxxx X. Xxxxxx Xxxxx Title: Chief Financial 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: XXXXXX XXXXXX & CO., LLC. By: /s/ Kxxxx Xxxxxx Xxxx Xxxx Name: Kxxxx Xxxxxx Xxxx Xxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking/Underwritings Xxxxxx Xxxxxx & Co., LLC. 19,115,000 0 2,867,250 Option Shares 2,867,250 TOTAL 19,115,000 0 2,867,250 Option Shares 2,867,250 Number of Firm SharesSeries A Units: 865,000 19,115,000 Number of Firm Series B Units: 0 Number of Option Shares: 129,750 2,867,250 Number of Option Preferred Shares: 0 Number of Option Warrants: 2,867,250 Public Offering Price per ShareFirm Series A Unit: $1.85 0.45 Public Offering Price per Firm Series B Unit: $1,000.00 Underwriting Discount per ShareFirm Series A Unit: $0.1295 0.0315 Underwriting Discount per Firm Series B Unit: $930.00 Underwriting Non-accountable expense allowance per Firm Series A Unit: $0.0045 Underwriting Non-accountable expense allowance per Firm Series B Unit: $10.00 Proceeds to Company per Share Firm Series A Unit (after the underwriting discount and before expenses): $1.7205 Form FWP 0.414 Proceeds to Company per Firm Series B Unit (before expenses): $920.00 Free writing prospectus filed on July 11, 2016. Xxxxxx Xxxxx Xxxxxx X. Xxxx Xxxxx X. Xxxxx Dr. Xxxx Xxxxxxxx Xxxxxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxxx Xxx 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 July 13, 2017 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the Securities date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and Exchange Commission on May 26purchase from Rennova Health, 2023Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.01 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. [NoneThe purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. IMMURON LIMITED By: /s/ Hxxxxx X. Xxxxx Txxxxx Xxxxxxx Name: Hxxxxx X. Xxxxx Txxxxx Xxxxxxx Title: Chief Financial Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself themselves and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: JXXXXX XXXXXX & CO., LLC. By: /s/ Kxxxx Xxxxxx Exxx Xxxx Name: Kxxxx Xxxxxx Exxx Xxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking/Underwritings By: /s/ Exxxxx X. Xxxxxxx Name: Exxxxx X. Xxxxxxx Title: COO Jxxxxx Xxxxxx & Co., LLC. 305,000 305,000 45,750 45,750 Rxxxxx & Rxxxxxx, a unit of H.X. Xxxxxxxxxx & Co. 305,000 305,000 45,750 45,750 TOTAL 610,000 610,000 91,500 91,500 Number of Firm Shares: 865,000 610,000 Number of Firm Warrants: 610,000 Number of Option Shares: 129,750 91,500 Number of Option Warrants: 91,500 Public Offering Price per Option Share: $1.85 9.99 Public Offering Price per Option Warrant: $0.01 Underwriting Discount per Option Share: $0.1295 0.6993 Underwriting Discount per Option Warrant: $0.0007 Underwriting Discount per Firm Security: $0.7 0 Underwriting Non-accountable expense allowance per Firm Securities: $0.10 Proceeds to Company per Share Firm Security (after the underwriting discount and before expenses): $1.7205 Form FWP filed 9.20 May 22, 2017 None. Txxxxx Xxxxxxx Jxxxx Xxxxxxxx Dr Dxx Xxxxx Pxxxxxx Xxxxx Pxxxx Xxxxxxx Dx. Xxxxx Xxxxx Pxxxx Xxxxxxxxxx Dxxxxx Xxxxxxx Sxxxxxx Xxxxxxxxxx THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) JXXXXX XXXXXX & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF JXXXXX XXXXXX & CO., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2018 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the Securities date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and Exchange Commission on May 26purchase from Immuron Limited, 2023an Australian corporation (the “Company”), up to ______ American Depositary Shares (“ADSs”) of the Company (the “Warrant Shares”), as subject to adjustment hereunder. [NoneThe purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx Xxxxx X. Xxxxx Xxxxxxxx Name: Hxxxxx Xxxxx X. Xxxxx Xxxxxxxx Title: Chief Financial Officer CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ Kxxxx Xxxxx Xxxxxx Name: Kxxxx Xxxxx Xxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking Aegis Capital Corp 1,153,938 1,153,938 173,090 173,090 Xxxxxx Xxxxx Securities, Inc 494,546 494,546 74,182 74,182 Number of Firm Shares: 865,000 1,648,484 Number of Firm Warrants: 1,648,484 Number of Option Shares: 129,750 247,272 Number of Option Warrants: 247,272 Warrant Exercise Price: $ 4.125 Public Offering Price per Firm Share: $1.85 $ 4.125 Underwriting Discount per Firm Share: $0.1295 $ 0.28875 Underwriting Non-accountable expense allowance per Firm Share: $ 0.04125 Proceeds to Company per Firm Share (after the underwriting discount and before non-accountable expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 26, 2023. $ 3.83625 [None.]] Xxxxx Xxxxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxx 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 compliance, or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance compliance, or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance compliance, or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Xxx Xxxx Name: Hxxxxx X. Xxxxx Xxx Xxxx Title: Chief Financial 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: above. By: /s/ Kxxxx Xxxxxx Xxxx Name: Kxxxx Xxxxxx Xxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Chief Executive Officer Underwriters Aegis Capital Corp. 42,666,666 $ 0.15 Total Number of Units: 42,666,666 ● Number of Units containing Firm Shares: 865,000 Shares (“Common Units”) 2,300,000 ● Number of Units containing Pre-funded Warrants (“Pre-funded Units”) 40,366,666 Number of Option Shares/Option Pre-funded Warrants: 129,750 6,400,000 Number of Option Warrants: 1,280,000 Public Offering Price per ShareCommon Unit: $1.85 $ 0.15000 Public Offering Price per Pre-funded Unit: $ 0.14999 Exercise Price per Pre-Funded Warrant: $ 0.00001 Exercise Price per Series A Warrant per whole share: $ 1.50 Exercise Price per Series B Warrant per whole share: $ 3.00 Underwriting Discount per Common Unit: $ 0.0120 Underwriting Discount per Pre-funded Unit: $ 0.0120 Non-accountable expense allowance per Common Unit and per Pre-funded Unit: $ 0.0015 Purchase Price per Option Share: $ 0.13650 Purchase Price per Option Pre-Funded Warrant: $ 0.13649 Purchase Price per full Option Warrant: $ 0.01 Xxx Xxxx The Xxxx Family 2020 Irrevocable Trust Xxxxxxx Xxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx X. Hack Xxxxxx Xxxxxxx Xxxxx Xxxxx November 23, 2023 Aegis Capital Corp. 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 The undersigned understands that Aegis Capital Corp., the underwriter, (the “Underwriter”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Applied UV, Inc., a company formed under the laws of Nevada (the “Company”), providing for the offering (the “Offering”) by the Company of an aggregate of 42,666,666 units (the “Units”), each consisting of (i) one share of the Company’s common stock, par value $0.1295 Proceeds 0.0001 per share (the “Common Stock”) or a pre-funded warrant to Company per Share purchase one share of common stock, (after the underwriting discount ii) one-tenth of a Series A warrant to purchase one share of Common Stock, and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 26, 2023. [None(iii) one-tenth of a Series B warrant to purchase one share of Common Stock.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx X. Xxxxx Title: Chief Financial Officer 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: By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 2,750,000 412,500 Number of Firm Shares: 865,000 2,750,000 Number of Option Shares: 129,750 412,500 Public Offering Price per Share: $1.85 1.58 Underwriting Discount per Share: $0.1295 0.1106 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP 1.4694 Free Writing Prospectus filed with the Securities and Exchange Commission SEC on May 26June 8, 2023. [None.]2022 D. Kxxx Xxxxxxxxx E. Xxxx Pxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Dxxxx Xxxxxx Name: Hxxxxx X. Xxxxx Dxxxx Xxxxxx Title: Chief Financial 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 Xxxxxx Exxx Xxxx Name: Kxxxx Xxxxxx Exxx Xxxx Title: Managing Director, Head of Equity Syndicate Investment Banking ThinkEquity LLC 865,000 129,750 1,600,000 240,000 Number of Firm Shares: 865,000 1,600,000 Number of Option Shares: 129,750 240,000 Public Offering Price per Firm Share: $1.85 3.00 Underwriting Discount per Share: $0.1295 0.21 Underwriting Non-accountable expense allowance per Share: $0.03 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 26, 20232.79 None. [None.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPAZITRA, INC. By: /s/ Hxxxxx Fxxxxxxxx X. Xxxxx Name: Hxxxxx Fxxxxxxxx X. Xxxxx Title: President and Chief Financial 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 Xxxxxx Exxx Xxxx Name: Kxxxx Xxxxxx Exxx Xxxx Title: Managing Director, Head of Equity Syndicate Investment Banking ThinkEquity LLC 865,000 129,750 LLC. TOTAL 1,500,000 225,000 Number of Firm Shares: 865,000 1,500,000 Number of Option Shares: 129,750 225,000 Public Offering Price per Share: $1.85 5.00 Underwriting Discount per Share: $0.1295 0.375 Underwriting Non-accountable expense allowance per Share: $0.05 Proceeds to Company per Share (after the underwriting discount before expenses and before expensesnon-accountable expense allowance): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 264.625 Free Writing Prospectus dated June 5, 2023 Free Writing Prospectus dated April 28, 2023 Free Writing Prospectus dated April 11, 2023 Free Writing Prospectus dated March 27, 2023 None. ● Fxxxxxxxx X. Xxxxx ● Nxxxxx Xxxxxxx ● Txxxxx Xxxxxxxx ● Fxxxxxxxx X. Xxxxx ● Txxxxx Xxxxxxxx ● Axxxxx XxXxxxx, MD ● Bxxxxxx Xxxx ● Jxxx Xxxxxxx ● Bios Partners ● Breakout Labs (Txxxx) ● Connecticut Innovations ● KdT Ventures ● Pxxx X. Xxxxxxxx ● SC Digital Technologies, LP ● Sxxxxxx Equity Opportunity, LLC ● Bxxxxxx Investments LLC ● Bxxxx Xxxxx ● Bayer HealthCare LLC ● Axxx Xxxxxxx ● Axxxx Xxxxx Lxxxx Xxxxxxxx ● Sxxxxx Xxxxxxxxx ● Sxxxxxxx Xxxxxxxxx ● Circle K Invesco, LP ● Rxxxxxx Xxxxxxx ● Rxxxx Xxxxx ● Jxxxxx Xxxxxxxx ● Mxxx Xxxxxxx THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO DECEMBER 12, 2023. [NoneVOID AFTER 5:00 P.M., EASTERN TIME, JUNE 15, 2028. Warrant Shares: 60,000 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 12, 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Azitra, Inc., a Delaware corporation (the “Company”), up to 60,000 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPXXXXXXX, INC. By: /s/ Hxxxxx X. Xxxxx Xxxx Xxxxxxxx Name: Hxxxxx X. Xxxxx Xxxx Xxxxxxxx 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: AEGIS CAPITAL CORP. By: /s/ Kxxxx Xxxxxx X. Xxxx Name: Kxxxx Xxxxxx X. Xxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Chief Executive Officer Number of Firm Shares: 865,000 11,063,830 Number of Option Shares: 129,750 1,000,000 Public Offering Price per Share: $1.85 0.47 Underwriting Discount per Share: $0.1295 0.0329 Non-accountable Expense Allowance per Share: $0.0047 Proceeds to Company per Share (after the underwriting discount deducting Underwriting Discount and before expensesNon-accountable Expense Allowance): $1.7205 Form FWP filed 0.4324 None. None. Xxxxxxx X. Xxxxxxx President, Director and Chief Executive Officer Xxxx Xxxxxxxx Chief Financial Officer Xxxxxxxx Xxxxx Chief Technology Officer Xxxxxx X. Xxxxx Director Xxxxx X. XxXxxxx Director Xxxxx X. Xxxxxx Director and Chairman , 2020 Aegis Capital Corp. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxxxx, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.001 per share, of the Company (the “Common Shares”). To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending 15 days after the date of the Underwriting Agreement relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the undersigned or a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Commission Act or other public announcement shall be required or shall be voluntarily made during the Lock-Up Period; (f) the receipt by the undersigned from the Company of Common Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer or withholding of Common Shares or any securities convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on May 26a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, 2023provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock- Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. [None.]For purposes of clause (j) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d- 5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date hereof to and including the 34th day following the expiration of the initial Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period has expired. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by August 23, 2020 or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name - Please Print)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPBIOCEPT, INC. By: /s/ Hxxxxx Xxxxxxx X. Xxxxx Xxxx Name: Hxxxxx Xxxxxxx X. Xxxxx Xxxx Title: Chief Financial Officer CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Kxxxx Xxxxx X. Xxxxxx Name: Kxxxx Xxxxx X. Xxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity Investment Banking [SIGNATURE PAGE] BIOCEPT, INC. – UNDERWRITING AGREEMENT Aegis Capital Corp. 878,750 285,000 Feltl and Company, Inc. 878,750 0 MLV & Co. LLC 865,000 129,750 142,500 0 TOTAL 1,900,000 285,000 Number of Firm Shares: 865,000 1,900,000 Number of Option Shares: 129,750 285,000 Public Offering Price per Share: $1.85 10.00 Underwriting Discount per Share: $0.1295 Proceeds to Company per Share (after 0.70 None. None. SMC Corporation Xxxxxxx Co. Ltd. Claire X.X. Xxxxx Trustee of the underwriting discount and before expenses): $1.7205 Form FWP filed with Xxxxx Family Exemption Trust UDT, dated December 19, 1988 Claire X.X. Xxxxx Trustee of the Securities and Exchange Commission on May 26Xxxxx Family Survivor’s Trust UDT, 2023. [None.]dated December 19, 1988 Claire X.X. Xxxxx Xxxxxx X.X. Xxxxx Trustee of the Family Marital Deduction Trust UDT, dated December 19, 1988 Reisung Enterprises, Inc. Xxxx Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxx Xxxxxxxx Xxxx Family Trust Xxxx Biopharma Ventures LLC Xxxxx X. Xxxx Xxxxx Xxxxxxxx Xxxxxx Xxxx SMC Corp.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-non- compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-non- compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Company and the CompanyRepresentative, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx X. Xxxxx Title: Chief Financial Officer Confirmed as Date: By: Name: Title: Date: Number of the date first written above mentionedFirm Shares: 2,000,000 Number of Option Shares: 300,000 Public Offering Price per Share: $5.00 Underwriting Discount per Share: $0.35 Proceeds to Company per Share (before expenses): $4.65 None. None. ________, on behalf of itself and as 2023 WestPark Capital, Inc. 000 X. 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 As Representative of the several Underwriters named on Schedule 1 heretoto the Underwriting Agreement Ladies and Gentlemen: By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Managing DirectorThe undersigned understands that Westpark Capital, Head Inc. (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Intelligent Group Limited, a British Virgin Islands company (the “Company”), providing for the initial public offering (the “Public Offering”) of Equity Syndicate ThinkEquity LLC 865,000 129,750 Number ordinary shares, par value $0.00001 per share, of Firm the Company (the “Shares: 865,000 Number ”). To induce the Underwriter to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Option Shares: 129,750 the Underwriter, the undersigned will not, during the period commencing on the date hereof and ending one hundred and eighty days (180) days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering Price per Share: $1.85 (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, now owned by the undersigned or any affiliate of the undersigned or with respect to which the undersigned or any affiliate of the undersigned has acquired the power of disposition; the shares of common stock owned by the undersigned are hereinafter referred to as the “Lock- Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, whether any such transaction is to be settled by delivery of shares of Lock-Up Securities, in cash or otherwise; (3) except as otherwise permissible under the Underwriting Discount per Share: $0.1295 Proceeds Agreement, make any demand for or exercise any right with respect to Company per Share 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 underwriting discount and before expenses): $1.7205 Form FWP filed with completion of the Public Offering; provided that no filing under Section 16(a) of the Securities and Exchange Commission on May 26Act of 1934, 2023. [None.]as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Lock- Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of 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);

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL FLY-E GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Xxxx Xx Name: Hxxxxx X. Xxxxx Xxxx Xx Title: Chief Financial 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 Xxxxxx Xxxx X. Xxxxx III Name: Kxxxx Xxxxxx Xxxx X. Xxxxx III Title: Senior Managing DirectorDirector The Benchmark Company, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 2,250,000 337,500 Number of Firm Shares: 865,000 2,250,000 Number of Option Shares: 129,750 337,500 Public Offering Price per Firm Share: $1.85 $ 4.00 Public Offering Price per Option Share: $ 4.00 Underwriting Discount per Firm Share: $0.1295 $ 0.28 Underwriting Discount per Option Share: $ 0.28 Proceeds to Company per Firm Share (after the underwriting discount and before expenses): $1.7205 Form FWP $ 3.72 Proceeds to Company per Option Share (before expenses): $ 3.72 Issuer Free Writing Prospectus, dated April 30, 2024, filed by the Company with the Commission pursuant to Rule 433 under the Securities and Exchange Commission on May 26, 2023Act (File No. [333-276830). None. 1. Xxxx Xx, Director and Chief Executive Officer 2. Xxxxxxx Xxx, Director and Chief Financial Officer 3. Xxx Xxxx, Chief Operating Officer 4. Xx Xxxxx, Chief Human Resource Officer 5. Xxxx Xxxx, Director 6. Xxx Xxxx, Director 7. Xxxx Xxxxxx, Director THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THE BENCHMARK COMPANY, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPBITNILE HOLDINGS, INC. By: /s/ Hxxxxx Wxxxxxx X. Xxxxx Name: Hxxxxx Wxxxxxx X. Xxxxx Title: Chief Financial 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 Jxxxxxxx Xxxxxx NameJxxxxxxx Xxxxxx Managing Director Alexander Capital, L.P. 123,423 TOTAL 123,423 Issuer BitNile Holdings, Inc. (“NILE” or the “Company”) Placement Agent Alexander Capital, L.P. a licensed broker-dealer with FINRA Security: Kxxxx Xxxxxx Title13.00% Series D Cumulative Redeemable Perpetual Preferred Stock (“Series D Preferred Stock”) Ticker: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Number of Firm Shares: 865,000 Number of Option Shares: 129,750 Public Offering Price per ShareNILE PRD (NYSE American) Principal Amount: $1.85 Underwriting Discount per Share3,085,575 Price: $0.1295 Proceeds 25.00/share Par Value: $25.00/share Dividend Rate: 13.00% per annum ($3.25/share) Dividend Payments: Monthly in arrears, on the last day of the month ($0.2708333/share) Term/Maturity Date: Series D Preferred Stock is perpetual and has no maturity date Redemption Feature: Prior to Company per Share (the date that is three years after the underwriting discount initial issuance, the Series D Preferred Stock may be redeemed at NILE’s option, in whole or in part, at any time or from time to time, at a redemption price of $25.50 per share of Series D Preferred Stock, plus any accumulated and before expenses): unpaid dividends (whether or not declared) on the Series D Preferred Stock up to, but not including, the date of such redemption, upon written notice, as provided in the prospectus. On and after the date that is three years following the initial issuance, the redemption price decreases to $1.7205 Form FWP filed with 25.00 per share. Conversion into Common: The Preferred is not convertible into the Securities common stock of the Company. Confidentiality The existence of this term sheet and Exchange Commission on May 26the individual terms and conditions are of a confidential nature and shall not be disclosed to anyone, 2023except to the Company, the investors and their respective legal advisors 1. [None.]Gxxxxxx Worldwide, Inc. (f/k/a DPW Technologies Group, Inc.), a Delaware corporation 2. Axxx Alliance, Inc. (f/k/a DPW Financial Group, Inc.), a Delaware corporation 3. TurnOnGreen, Inc. (f/k/a Coolisys Technologies Corp.), a Nevada corporation 4. Microphase Corporation, a Delaware corporation

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Jxxxxx Xxxxxxxx Name: Hxxxxx X. Xxxxx Jxxxxx Xxxxxxxx Title: Chief Financial Executive Officer and President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: /s/ Kxxxx Xxxxxx Exxx Xxxx Name: Kxxxx Xxxxxx Exxx Xxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL 3,000,000 450,000 Number of Firm Shares: 865,000 3,000,000 Number of Option Shares: 129,750 450,000 Public Offering Price per Share: $1.85 6.00 Underwriting Discount per Share: $0.1295 0.42 Underwriting Non-accountable expense allowance per Share: $0.06 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP 5.52 Free Writing Prospectus filed with the Securities SEC on July 2, 2021. None. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYSFROM THE COMMENCEMENT DATE OF THE OFFERING. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT DATE OF THE OFFERING]. Warrant Shares: _______1 Initial Exercise Date: ______, 2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and Exchange Commission subject to the limitations on May 26exercise and the conditions hereinafter set forth, 2023at any time on or after ____, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Commencement Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Twin Vee PowerCats Co., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. [NoneThe purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPMARPAI, INC. By: /s/ Hxxxxx X. Xxxxx Exxxxxx Xxxxxxxx Name: Hxxxxx X. Xxxxx Exxxxxx Xxxxxxxx Title: Chief Financial 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/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 LLC. 6,250,000 937,500 Number of Firm Shares: 865,000 6,250,000 Number of Option Shares: 129,750 937,500 Public Offering Price per Share: $1.85 4.00 Underwriting Discount per Share: $0.1295 0.28 Underwriting Non-accountable expense allowance per Share: $0.04 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP 3.72 Free writing prospectus filed with the Securities and Exchange Commission on May September 23, 2021. Free writing prospectus filed with the Commission on October 25, 2021. None. Exxxxxx Xxxxxxxx Chief Executive Officer, Secretary and Director Yxxxx Xxxxxxx Chief Financial Officer Rxxxxx Xxxxx Chief Operating Officer Axxxxx Xxxxx, XX Chief Revenue Officer Axxxx Xxxx President (Marpai Labs) Yxxxx Xxxxx Chairman of the Board of Directors Dxxxxx Xxxxxxxxx Director Gxxxx Xxxxxx( Director Nominee Jxxx Xxxxxxxx Luca Director Nominee Vxxxxxx Xxxx Director Nominee Cxxxxxx XxXxxxxxx Director Nominee All Holders of Common Stock and Holders of Securities Convertible into or exercisable or Exchangeable for Common Stock THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO APRIL 24, 2022. VOID AFTER 5:00 P.M., EASTERN TIME, October 26, 20232026. [NoneWarrant 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 April 24, 2022 which is six months from the Effective Date (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(a), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MARPAI, INC.], a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of class A common stock, par value $0.0001 per share, of the Company (the “Common Stock”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. CYTOMED THERAPEUTICS LIMITED By: /s/ Hxxxxx X. Xxxxx CHOO Chee Kong Name: Hxxxxx X. Xxxxx CHOO Chee Kong Title: Chief Financial Officer Chairman and Director Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ Kxxxx Xxxxxx Jxxx X. Xxxxx XXX Name: Kxxxx Xxxxxx Jxxx X. Xxxxx XXX Title: Senior Managing DirectorDirector The Benchmark Company, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 LLC. 1,206,185 180,928 Axiom Capital Management, Inc. 1,206,184 180,927 TOTAL 2,412,369 361,855 Number of Firm Shares: 865,000 2,412,369 Number of Option Shares: 129,750 361,855 Public Offering Price per Share: $1.85 4.00 Underwriting Discount per Share: $0.1295 0.28 Underwriting Non-accountable expense allowance per Share: $0.04 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP 3.72 Free-Writing Prospectus filed with the Securities and Exchange Commission SEC on May 26March 31, 2023. [2023 None.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx Mxxxxx X. Xxxxx Xxxxxxxxxx Name: Hxxxxx Mxxxxx X. Xxxxx Xxxxxxxxxx Title: Co-Chief Financial 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 Xxxxxx Exxx Xxxx Name: Kxxxx Xxxxxx Exxx Xxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. 1,566,667 300,000 The Benchmark Company LLC 865,000 129,750 300,000 0 Cxxxxx Xxxxx Investments 133,333 0 TOTAL 2,000,000 300,000 Number of Firm Shares: 865,000 2,000,000 Number of Option Shares: 129,750 300,000 Public Offering Price per Share: $1.85 7.50 Underwriting Discount per Share: $0.1295 0.543750 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP 6.956250 Free Writing Prospectus filed with the Securities and Exchange Commission SEC on May 26December 2, 2023. [None.]2020

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPHEALTHCARE TRIANGLE, INC. By: /s/ Hxxxxx X. Xxxxx By:/s/ Sxxxxx Xxxxxxxxxxxx Name: Hxxxxx X. Xxxxx Sxxxxx Xxxxxxxxxxxx Title: Chief Financial Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, division of Benchmark Investments, LLC By: /s/ Kxxxx Xxxxxx Sxx Xxxxxxxxxx Name: Kxxxx Xxxxxx Sxx Xxxxxxxxxx Title: Managing DirectorSupervisory Principal EX Xxxxxx, Head division of Equity Syndicate ThinkEquity Benchmark Investments, LLC 865,000 129,750 3,257,500 489,375 Jxxxxx Xxxxxx & Co. LLC 5,000 — TOTAL 3,262,500 489,375 Number of Firm Shares: 865,000 3,262,500 Number of Option Shares: 129,750 489,375 Public Offering Price per Firm Share: $1.85 4.00 Public Offering Price per Option Share: $4.00 Underwriting Discount per Firm Share: $0.1295 0.32 Underwriting Discount per Option Share: $0.32 Proceeds to Company per Firm Share (after the underwriting discount and before expenses): $1.7205 Form FWP 3.68 Proceeds to Company per Option Share (before expenses): $3.68 Free Writing Prospectus filed with the Securities SEC on September 9, 2021 and Exchange Commission on May 26, 2023linked to here: hxxxx://xxx.xxx.xxx/Xxxxxxxx/exxxx/data/0001839285/000160706221000320/hti090821fwp.htm SCHEDULE 4 1. [None.]Sxxxxx Xxxxxxxxxxxx 2. Axxxx Xxxxx 3. Sxxxxx Mogli

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL DIGITAL BRANDS GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Hil Dxxxx Name: Hxxxxx X. Xxxxx Hil Dxxxx Title: Chief Financial Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: /s/ Kxxxx Xxxxxx Sxx Xxxxxxxxxx Name: Kxxxx Xxxxxx Sxx Xxxxxxxxxx Title: Managing DirectorSupervisory Principal Underwriter Total Number of Firm Shares and Accompanying Firm Warrants to be Purchased Number of Additional Option Shares and Accompanying Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital Markets, Head division of Equity Syndicate ThinkEquity Benchmark Investments, Inc. 2,404,639 361,445 Westpark Capital LLC 865,000 129,750 5,000 0 TOTAL 2,409,639 361,445 Number of Firm Shares: 865,000 2,409,639 Number of Firm Warrants: 2,409,639 Number of Option Shares: 129,750 361,445 Number of Option Warrants: 361,445 Public Offering Price per ShareFirm Share and Firm Warrant: $1.85 4.15 Public Offering Price per Option Share and Option Warrant: $4.15 Underwriting Discount per ShareFirm Share and Firm Warrant: $0.1295 0.33 Underwriting Discount per Option Share and Option Warrant: $0.33 Proceeds to Company per Firm Share and Firm Warrant (after the underwriting discount and before expenses): $1.7205 Form 3.82 Proceeds to Company per Option Share and Option Warrant (before expenses): $3.82 FWP filed with the Securities and Exchange Commission on May 26April 28, 20232021 1. [NoneJxxx “Hil” Dxxxx 2. Lxxxx Xxxxxxx 3. Rxxx Xxxxxx 4. Mxxx Xxxx 5. Txxxxx Xxxxxxxxxx 6. Jxxxxxx Xxxxx 7. Mxxxx Xxxxxxx 8. Dxxx 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) KINGSWOOD CAPITAL MARKETS, DIVISION OF BENCHMARK INVESTMENTS, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF KINGSWOOD CAPITAL MARKETS, DIVISION OF BENCHMARK INVESTMENTS, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO NOVEMBER 13, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, MAY 13, 2026.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPMANHATTAN BRIDGE CAPITAL, INC. By: /s/ Hxxxxx X. Xxxxx Assaf Ran Name: Hxxxxx X. Xxxxx Assaf Ran Title: Chief Financial Officer Confirmed as of the date first written above mentionedCEO above, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Kxxxx Dxxxx Xxxxxx Name: Kxxxx Dxxxx Xxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking Aegis Capital Corp 672,269 773,109 Number of Firm Shares: 865,000 672,269 Number of Option Additional Shares: 129,750 100,840 Public Offering Price per Share: $1.85 $ 5.95 Underwriting Discount per Share: $0.1295 $ 0.4165 Proceeds to Company per Share (after the underwriting discount and before other expenses): $ 5.5335 · Assaf Ran · Vxxxxxx Xxx · Mxxxxxx Xxxxxxx · Exxx Xxxxxxxxx · Lxxxx Xxxxxxxx August [●], 2000 Xxxxx Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Manhattan Bridge Capital, Inc., a New York corporation (the “Company”), dated the date hereof, providing for the public offering (the “Public Offering”) of Common Shares, par value $1.7205 Form FWP filed with 0.001 per share, of the Securities and Exchange Commission on May 26, 2023. [NoneCompany (the “Shares”).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Xxxxxx Xxx Name: Hxxxxx X. Xxxxx Xxxxxx Xxx Title: Chief Financial 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 Xxxxxx Xxx Xxxxxxxxxx Name: Kxxxx Xxxxxx Xxx Xxxxxxxxxx Title: Managing DirectorSupervisory Principal XX Xxxxxx, Head division of Equity Syndicate ThinkEquity Benchmark Investments, LLC 865,000 129,750 4,995,000 750,000 Westpark Capital, Inc. 5,000 - Number of Firm SharesSecurities: 865,000 5,000,000 Number of Option SharesSecurities: 129,750 750,000 Public Offering Price per ShareFirm Security: $1.85 0.40 Underwriting Discount per ShareFirm Security: $0.1295 0.026 Proceeds to Company per Share Firm Security (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 26, 2023. [None.]0.374

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPNOVUME SOLUTIONS, INC. By: /s/ Hxxxxx Xxxxxx X. Xxxxx Xxxxxx Name: Hxxxxx Xxxxxx X. Xxxxx Xxxxxx Title: President and Chief Financial 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 Xxxxxx THINKEQUITY A Division of Fordham Financial Management, Inc. By:/s/ Xxxx Xxxx Name: Kxxxx Xxxxxx Xxxx Xxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. 2,062,500 309,375 The Benchmark Company, LLC 865,000 129,750 2,062,500 309,375 TOTAL 4,125,000 618,750 Number of Firm Shares: 865,000 4,125,000 Number of Option Shares: 129,750 618,750 Public Offering Price per Share: $1.85 0.80 Underwriting Discount per Share: $0.1295 0.056 Underwriting non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with 0.744 Free Writing Prospectus, dated October 24, 2018 None. Xxxxxx X. Xxxxxx President and Chief Executive Officer Xxxxx X. XxXxxxxx Chairman of the Securities Board Xxxxxxx Xxxxxx Director Xxxx xxXxxx Director Xxxxx Goord Director Xxxxxxxxx Xxxxxx Director Xxxxx Xxxxxx Director Xxxxxxx Xxxxxxxx General Counsel and Exchange Commission on May 26Chief Administrative Officer Xxxx Xxxxxxxxxx Executive Vice President, 2023. [None.]Corporate Development and Principal Financial and Accounting Officer XxXxx Xxxxxxxx Chief Accounting Officer 5% Shareholders

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Rxxxx Xxxx Name: Hxxxxx X. Xxxxx Rxxxx Xxxx Title: Chief Financial Officer President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ Kxxxx Xxxxxx Exxx Xxxx Name: Kxxxx Xxxxxx Exxx Xxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investmeent Banking SCHEDULE 1 ThinkEquity, a division of Fordham Financial Management, Inc. 1,424,000 4,288 1,500,000 1,500,000 Number of Firm SharesClass A Units: 865,000 1,424,000 Number of Class B Units: 4,288 Number of Option Shares: 129,750 1,500,000 Number of Option Warrants: 1,500,000 Public Offering Price per Class A Unit: $0.50 Public Offering Price per Class B Unit: $1,000.00 Warrant Exercise Price: $0.50 Underwriting Discount per Class A Unit: $0.035 Underwriting Discount per Class B Unit: $70.00 Underwriting Discount per Option Share: $1.85 Underwriting Discount per Share: $0.1295 0.035 Proceeds to Company per Class A Unit (before expenses): $0.465 Proceeds to Company per Class B Unit (before expenses): $930.00 Proceeds to Company per Option Share (after before expenses): $0.465 Proceeds to Company per Option Warrant (before expenses): $0.00001 The Company shall be credited by an amount equal to 50% of the underwriting discount and before expenses): $1.7205 Form FWP non-accountable expense allowance at Closing for sale of Shares to investors listed on Schedule A annexed hereto; which shall reduce the aggregate Underwriting Discount and Underwriting non-accountable expense allowance. Free writing prospectus filed with the Securities and Exchange Commission SEC on May 26October 9, 2023. [None.]2018 Rxxxx Xxxx Cxxxxx Xxxxx Mxxxxxx Xxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, GEE GROUP INC. By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx Xxxxx X. Xxxxx Title: Chief Financial Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Xxxx Xxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. 83,333,333 12,499,999 Number of Firm Shares: 865,000 83,333,333 Number of Option Shares: 129,750 Shares:12,499,999 Public Offering Price per Share: $1.85 0.60 Underwriting Discount per Share: $0.1295 0.045 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 260.555 Issuer Free Writing Prospectus dated March 31, 2023. [2021 None.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx Sxxxxxx X. Xxxxx Xxxxxxx Title: Chief Financial 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 Xxxxxx Name: Kxxxx Xxxxxx Title: Managing DirectorEX Xxxxxx, Head division of Equity Syndicate ThinkEquity Benchmark Investments, LLC 865,000 129,750 27,400,000 4,110,000 TOTAL 27,400,000 4,110,000 Number of Firm Shares: 865,000 27,400,000 Number of Option Shares: 129,750 4,110,000 Public Offering Price per Firm Share: $1.85 0.50 Underwriting Discount per Share: $0.1295 0.035 Underwriting Non-accountable expense allowance per Share: $0.005 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 26, 20230.46 None. [None.] 1. Sxxxxxx X. Xxxxxxx, Chief Executive Officer and Director 2. Rxxx Xxxxxxxx, Chief Financial Officer 3, Gxxxxxx Xxxxxx, Chief Operating Officer

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx X. Xxxxx J. Xxxxxx Xxxxxx Title: Chief Financial 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 heretoUnderwriter: By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Xxxxx X. Xxxxxxxxxx Title: Managing DirectorDirector of Investment Banking Network 1 Financial Securities, Head Inc. 1,300,000 Per Share $ 5.00 $ 0.325 $ 0.050 $ 4.625 Total $ 6,500,000 $ 422,500.00 $ 65,000.00 $ 6,012,500.00 Written Testing-the-Waters Communications List of Equity Syndicate ThinkEquity Lock-Up Parties Xxxxxx Xxxxxxxxx, LLC 865,000 129,750 Number Xxxx X. Xxxx, MD, FACS Viet-An Xxxx Xx and affiliated entities Texas Treasury Safekeeping Trust Company J. Xxxxxx Xxxxxx Xxxxxx Xxxx Xxxx Xxxxxx Xxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx [Form of Firm SharesLock-Up Agreement] [●], 2017 Network 1 Financial Securities, Inc. Galleria, Penthouse 0 Xxxxxx Xxxxxx, Xxxxxxxx 0 Xxx Xxxx, XX 00000 Ladies and Gentlemen: 865,000 Number This Lock-Up Agreement (this “Agreement”) is being delivered to Network 1 in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Genprex, Inc., a Delaware corporation (the “Company”), and Network 1 Financial Securities, Inc. (“Network 1”), as underwriter (the “Underwriter”), and the other parties thereto (if any), relating to the proposed initial public offering (the “Offering”) of Option Shares: 129,750 Public Offering Price shares of common stock, par value $0.001 per Share: $1.85 share (the “Common Stock ”), of the Company. In order to induce Network 1 to enter into the Underwriting Discount per Share: $0.1295 Proceeds to Company per Share (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 underwriting discount and before expenses): $1.7205 Form FWP filed date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of Network 1, 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. The undersigned acknowledges and agrees that any sales after the Lock-Up Period shall be conducted in connection with a registration statement or an exemption from registration and that the Company will analyze such exemptions with reference to the Undersigned’s status as an affiliate or non-affiliate of the Company as provided by Rule 144. If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Underwriter 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 shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date. If the undersigned is an officer or director of the Company, (i) Network 1 agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Network 1 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 before the effective date of the release or waiver. Any release or waiver granted by Network 1 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, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a charity or educational institution, 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 shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value; (3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value; (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 Commission 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; (7) transfers consented to, in writing by Network 1; provided, however, that in the case of any transfer described in clause (1), (2) or (3) above, it shall be a condition to the transfer that (A) the transferee executes and delivers to Network 1, acting on May 26behalf of the Underwriter, 2023not later than one business day prior to such transfer, a written agreement, in substantially the form of this Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and otherwise satisfactory in form and substance to Network 1, and (B) if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock or Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that, in the case of any transfer pursuant to clause (1) above, such transfer is being made as a gift or by will or intestate succession or, in the case of any transfer pursuant to clause (2) above, such transfer is being made to a shareholder, partner or member of, or owner of a similar equity interest in, the undersigned and is not a transfer for value or, in the case of any transfer pursuant to clause (3) above, such transfer is being made either (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 or (b) to another corporation, partnership, limited liability company or other business entity that is an affiliate of the undersigned and such transfer is not for value. [NoneIn addition, the restrictions set forth herein shall not prevent the undersigned from entering into a sales plan pursuant to Rule 10b5-1 under the Exchange Act after the date hereof, provided that (i) a copy of such plan is provided to Network 1 promptly upon entering into the same and (ii) no sales or transfers may be made under such plan until the Lock-Up Period ends or this Agreement is terminated in accordance with its terms. For purposes of this paragraph, “immediate family” shall mean a spouse, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the undersigned; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act; (8) the exchange or conversion by the undersigned of any securities exchangeable for or convertible into shares of Common Stock; provided, that, the Common Stock received upon such exchange or conversion shall remain subject to the restrictions provided for in this Agreement; and (9) Transfers of shares of Common Stock in connection with transactions relating to shares of Common Stock acquired in open market transactions after the completion 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. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Gxxxxx Xxxxx Name: Hxxxxx X. Gxxxxx Xxxxx Title: Chief Financial 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 Xxxxxx Xx Name: Kxxxx Xxxxxx Xx Title: Managing DirectorCEO Underwriter Total Number of Firm Shares to be Purchased Cathay Securities, Head of Equity Syndicate ThinkEquity Inc. 1,375,000 Revere Securities LLC 865,000 129,750 1,375,000 TOTAL 2,750,000 Number of Firm Shares: 865,000 2,750,000 Number of Option Shares: 129,750 412,500 Public Offering Price per Firm Share: $1.85 4.10 Public Offering Price per Option Share: $4.10 Underwriting Discount per Firm Share: $0.1295 Proceeds to Company 0.328 Underwriting Discount per Share Option Share: $0.328 Non-accountable Expense Allowance per Firm Share: $0.041 Non-accountable Expense Allowance per Option Share: $0.041 None None THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF COMMENCEMENT OF SALES OF THE OFFERINGS TO ANYONE OTHER THAN (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 26I) CATHAY SECURITIES, 2023INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF CATHAY SECURITIES, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [None________________] [DATE THAT IS SIX MONTHS FROM THE COMMENCEMENT OF SALES OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS THREE YEARS FROM THE COMMENCEMENT OF SALES 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. Very truly yours, FG FINANCIAL GROUPRED CAT HOLDINGS, INC. By: /s/ Hxxxxx X. Xxxxx By:/s/ Xxxxxxx Xxxxxxxx Name: Hxxxxx X. Xxxxx Xxxxxxx Xxxxxxxx Title: Chief Financial Officer CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ Kxxxx Xxxxxx THINKEQUITY LLC By:/s/ Xxxx Xxxx Name: Kxxxx Xxxxxx Xxxx Xxxx Title: Managing Director, Head of Equity Syndicate Investment Banking ThinkEquity LLC 865,000 129,750 . 16,000,000 2,400,000 TOTAL 16,000,000 2,400,000 Number of Firm Shares: 865,000 16,000,000 Number of Option Shares: 129,750 2,400,000 Public Offering Price per Share: $1.85 0.50 Underwriting Discount per Share: $0.1295 0.035 Underwriting Non-accountable expense allowance per Share: $0.0025 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed 0.4625 None Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxx, Xx. Xxxxxx Xxxxx Xxxxxx Xxxxxxxx Xxxxxxxxxxx Xxx 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 INC., 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 JUNE 3, 2024. VOID AFTER 5:00 P.M., EASTERN TIME, DECEMBER 6, 2028. 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 June 3, 2024 (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 Securities date that is five (5) years following the date of the Underwriting Agreement (the “Termination Date”) but not thereafter, to subscribe for and Exchange Commission on May 26purchase from Red Cat Holdings, 2023Inc., 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. [NoneThe purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx Lxxxx X. Xxxxx Xxxxx, Xx. Name: Hxxxxx Lxxxx X. Xxxxx Xxxxx, Xx. Title: Chief Financial 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 Xxxxxx Name: Kxxxx Xxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 652,174 97,826 Number of Firm Shares: 865,000 652,174 Number of Option Shares: 129,750 97,826 Public Offering Price per Share: $1.85 4.00 Underwriting Discount per Share: $0.1295 0.28 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP 3.72 Free Writing Prospectus filed with the Securities and Exchange Commission SEC on May 26October 21, 2023. [None.]2021

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx /S/ MXXXXX X XXXXXXXXXX Name: Hxxxxx Mxxxxx X. Xxxxx Xxxxxxxxxx Title: Co-Chief Financial 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 Xxxxxx Name: Kxxxx Xxxxxx Exxx Xxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. 1,913,100 286,900 Number of Firm Shares: 865,000 1,913,100 Number of Option Shares: 129,750 286,900 Public Offering Price per Share: $1.85 7.50 Underwriting Discount per Share: $0.1295 0.54375 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP 6.95625 Free Writing Prospectus filed with the Securities and Exchange Commission SEC on May 26June 24, 2023. [None.]2021

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPSTEMLINE THERAPEUTICS, INC. By: /s/ Hxxxxx X. Xxxxx Xxxxxxx Xxxxxxxx Name: Hxxxxx X. Xxxxx Xxxxxxx Xxxxxxxx Title: Chief Financial Operating Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXXXXX LLC By: /s/ Kxxxx Xxxxxx Xxxxx Name: Kxxxx Xxxxxx Xxxxx Title: Managing DirectorDirector Xxxxxxxxx LLC 1,805,000 270,750 Xxxxx and Company, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 950,000 142,500 Aegis Capital Corp. 570,000 85,500 Xxxx Capital Partners, LLC 190,000 28,500 Ladenburg Xxxxxxxx & Co. Inc. 190,000 28,500 X.X. Xxxxxxxxxx & Co., LLC 95,000 14,250 TOTAL 3,800,000 570,000 Sch. 1 Number of Firm Shares: 865,000 3,800,000 Number of Option Shares: 129,750 570,000 Public Offering Price per Shareshare: $1.85 15.75 Underwriting Discount per Shareshare: $0.1295 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 260.945 Sch. 2-A None. Sch. 2-B Xxxx Xxxxxxxxx, 2023. [None.]M.D. Xxxx X. Xxxxxxxx, M.D. Xxxxx X. Xxxxxx Xxxxxxx Xxxxxxxx Xxx Xxxxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPBIOCARDIA, INC. By: /s/ Hxxxxx X. Xxxxx Xxxxxx Name: Hxxxxx X. Xxxxx Xxxxxx Title: Chief Financial 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 : A. G.P./ALLIANCE GLOBAL PARTNERS By:/s/ Xxxxxx X. Xxxxxxx Name: Kxxxx Xxxxxx X. Xxxxxxx Title: Managing Director, Head Investment Banking BioCardia, Inc. – Underwriting Agreement A.G.P./Alliance Global Partners 3,571,500 535,643 Brookline Capital Markets, a division of Equity Syndicate ThinkEquity Arcadia Securities, LLC 865,000 129,750 833,350 124,983 Xxxxxx Xxxxx Securities, Inc. 357,150 53,564 Number of Firm Shares: 865,000 4,762,000 Number of Option Shares: 129,750 714,190 Public Offering Price per Firm Share: $1.85 2.10 Underwriting Discount per Firm Share: $0.1295 0.1575 Proceeds to Company per Firm Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with 1.9425 A.G.P./Alliance Global Partners 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 To the Securities Representative (as defined below) Re: BioCardia, Inc. Ladies and Exchange Commission on May 26, 2023. [None.]Gentlemen:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Xxx Xxxx Name: Hxxxxx X. Xxxxx Xxx Xxxx Title: Chief Financial 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 Xxxxxx Xxx Xxxxxxxxxx Name: Kxxxx Xxxxxx Xxx Xxxxxxxxxx Title: Managing DirectorSupervisory Principal XX Xxxxxx, Head division of Equity Syndicate ThinkEquity Benchmark Investments, LLC 865,000 129,750 1,376,344 206,451 Spartan Capital Securities, LLC 344,086 51,613 Number of Firm SharesSecurities: 865,000 1,720,430 Number of Option SharesSecurities: 129,750 258,064 Public Offering Price per ShareFirm Security: $1.85 4.65 Public Offering Price per Option Security: $4.65 Underwriting Discount per ShareFirm Security: $0.1295 0.3255 Underwriting Discount per Option Security: $0.3255 Proceeds to Company per Share Firm Security (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 26, 2023. [None.]4.3245 Proceeds to Company per Option Security (before expenses): $4.3245

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx NEW AGE BEVERAGES CORPORATION By:/s/ Brxxx Xxxxxx Name: Hxxxxx X. Xxxxx Brxxx Xxxxxx Title: Chief Financial Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: ROXX XAPITAL PARTNERS, LLC By: _/s/ Kxxxx Xxxxxx Aaxxx X. Xurewitz_______________________ Name: Kxxxx Xxxxxx Aaxxx X. Xxxxxxxx Title: Head of Equity Capital Markets A.G.P./ALLIANCE GLOBAL PARTNERS By:/s/ Thxxxx X. Xxxxxxx Name: Thxxxx X. Xxxxxxx Title: Managing Director, Head Investment Banking Underwriter Total Number of Equity Syndicate ThinkEquity Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Roxx Xapital Partners, LLC 865,000 129,750 6,450,000 967,500 A.G.P./Alliance Global Partners 6,450,000 967,500 TOTAL 12,900,000 1,935,000 Number of Firm Shares: 865,000 12,900,000 Number of Option Shares: 129,750 1,935,000 Public Offering Price per ShareSecurity: $1.85 3.50 Underwriting Discount per ShareSecurity: $0.1295 0.245 Proceeds to Company per Share Security (after the underwriting discount and before expenses): $1.7205 Form FWP filed 41,989,500 ● Brxxx Xxxxxx ● Rexxxx Xxxxxxx ● Ed Xxxxxxx ● Tix Xxxx ● Grxx Xea ● Grxxxxx X. Xxxxx Roxx Xapital Partners, LLC 880 Xxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 Ladies and Gentlemen: The undersigned understands that Roxx Xapital Partners, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with New Age Beverages Corporation, a Washington corporation (the Securities and Exchange Commission on May 26“Company”), 2023. [Noneproviding 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yoursMAIA Biotechnology, FG FINANCIAL GROUP, INC. Inc. By: /s/ Hxxxxx X. Xxxxx Vlad Vitoc Name: Hxxxxx X. Xxxxx Vlad Vitoc Title: Chief Financial Officer CEO, MAIA Biotechnology, Inc. Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ Kxxxx Xxxxxx Xxxx Xxxx Name: Kxxxx Xxxxxx Xxxx Xxxx Title: Managing Director, Head of Equity Syndicate Investment Banking ThinkEquity LLC 865,000 129,750 2,000,000 300,000 Number of Firm Shares: 865,000 2,000,000 Number of Option Shares: 129,750 300,000 Public Offering Price per Share: $1.85 5.00 Underwriting Discount per Share: $0.1295 0.3750 Underwriting Non-accountable expense allowance per Share: $0.0500 Proceeds to Company per Share (after the underwriting discount before expenses and before expensesnon-accountable expense allowance): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 264.625 None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO JANUARY 23, 2023. [NoneVOID AFTER 5:00 P.M., EASTERN TIME, JULY 27, 2027. Warrant Shares: 100,000 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 23, 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MAIA Biotechnology, Inc., a Delaware corporation (the “Company”), up to 100,000 shares of 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 15,000 Warrant Shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, VISION MARINE TECHNOLOGIES INC. By: /s/ Hxxxxx X. Xxxxx Xxxxxxx Xxxxxxx Name: Hxxxxx X. Xxxxx Xxxxxxx 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: THINKEQUITY A Division of Fordham Financial Management,Inc. By: /s/ Kxxxx Xxxxxx Xxxx Xxxx Name: Kxxxx Xxxxxx Xxxx Xxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. 2,400,000 360,000 TOTAL 2,400,000 360,000 Number of Firm Shares: 865,000 2,400,000 Number of Option Shares: 129,750 360,000 Public Offering Price per Share: $1.85 US$10.00 Underwriting Discount per Share: $0.1295 US$0.70 Underwriting Non-accountable expense allowance per Share: US$0.10 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed US$9.30 Free writing prospectus dated September 28, 2020 Free writing prospectus dated November 20, 2020 None. Xxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxx X. Xxxxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxxx Xxxxxxx Rosdenstadt 9134-0489 Quebec Inc 0000-0000 Xxxxxx Inc 0000-0000 Xxxxxx Inc 2479748 Ontario Inc Gestion Toyma Inc Société de Placements Xxxxxx Xxxxxx Inc. Immobiler Ghetii KPAC Holdings Ltd Xxxxx Holdings Inc. Xxx Xxx Xxxx XX Wire & Harness Inc. Hypercap Ltd. Xxxxx Xxxxxxxxxxx Xxxx Nurse Xxxxxxxxx Xxxx ID Capital Corp. Xxxxxx Financial Capital Xxxxxx Xxxx Capital Inc. Xxxxx Xxxxxx Capital Inc. Xxxxxxx First Financial Inc. Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxxxx Financial Inc. Heshootshescores Ltd. Xxxxxx Xxxxx Xxxxxxxx Held Xxxx XxXxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxxxx Xxxxxxxx Ber Xxxxxxxxx Parent Xxxxxxxxx Xxxxx Xxxxx Xxxxx Xxxx Xxxx Royton Investments Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxx Xxxxxx Consulting Ltd Xxxx-Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx Xxxxx Xxxxxx Xxxxx Xxxx Xxxx Xxxxxxxxxxxxx Xxxxxx Xxxxx Xxxxx Capital Partners Limited CH Tristan Holdings Xxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxx Mengi Ye Xxx Xxxxxxx Xxxx XxXxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxxx Alter Ego Trust 2019 Xxxxxxxx Eeckelaers Xxxxxxxxxx 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, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the Securities date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and Exchange Commission on May 26purchase from Vision Marine Technologies Inc. (d/b/a Canadian Electric Boat Company), 2023a corporation formed under the laws of Québec, Canada (the “Company”), up to ______ common shares, no par value, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. [NoneThe 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. Very truly yours, FG FINANCIAL GROUPSCORPIUS HOLDINGS, INC. By: /s/ Hxxxxx X. Xxxxx Xxxxxxx Xxxx Name: Hxxxxx X. Xxxxx Xxxxxxx Xxxx Title: Chief Financial 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/ Kxxxx Xxxxxx Xxxx Xxxx Name: Kxxxx Xxxxxx Xxxx Xxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking Number of Firm Shares: 865,000 2,428,000 Total Number of Firm Pre-Funded Warrants: 10,072,000 Number of Option SharesShares and/or Pre-Funded Warrants: 129,750 1,875,000 Public Offering Price per Share: $1.85 1.00 Public Offering Price per Pre-Funded Warrant: $0.9998 Underwriting Discount per Share: $0.1295 0.07 Underwriting Discount per Pre-Funded Warrant: $0.07 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 260.93 Proceeds to Company per Pre-Funded Warrant (before expenses): $0.9298 Issuer Free Writing Prospectus dated August 6, 20232024. [None.] 1. Xxxxxxx Xxxx 2. Xxxxxxx Xxxxxxxxx 3. Xxxx Xxxxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, LQR HOUSE INC. By: /s/ Hxxxxx X. Xxxxx Xxxx Xxxxxxxxx Name: Hxxxxx X. Xxxxx Xxxx Xxxxxxxxx Title: Chief Financial 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: division of Benchmark Investments, LLC By: /s/ Kxxxx Xxxxxx Xxx Xxxxxxxxxx Name: Kxxxx Xxxxxx Xxx Xxxxxxxxxx Title: Managing DirectorSupervisory Principal XX Xxxxxx, Head division of Equity Syndicate ThinkEquity Benchmark Investments, LLC 865,000 129,750 995,000 150,000 Westpark Capital, Inc 5,000 0 TOTAL 1,000,000 150,000 Number of Firm Shares: 865,000 1,000,000 Number of Option Shares: 129,750 150,000 Public Offering Price per Firm Share: $1.85 5.00 Public Offering Price per Option Share: $5.00 Underwriting Discount per Firm Share: $0.1295 0.4 Underwriting Discount per Option Share: $0.4 Proceeds to Company per Firm Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 264.60 Proceeds to Company per Option Share (before expenses): $4.60 1. Xxxx Xxxxxxxxx 2. Xxxxxx Xxxxxxx 3. Xxxxxxxxx Xxxxxxx 4. Xxxxxx Xxxxxxx 5. Xxxxx Xxxxxxxx 6. Xxx Xxxxxxxxx 7. Xxxxx Xxxxx 8. Xxxxx X’Xxxxx 9. Xxxx Xxxxxx THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, 2023AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [None________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPORAGENICS, INC. By: /s/ Hxxxxx X. Xxxxx Jxxxx Xxxxxxx Name: Hxxxxx X. Xxxxx Jxxxx 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: THINKEQUITY LLC By: /s/ Kxxxx Xxxxxx /s/Exxx Xxxx Name: Kxxxx Xxxxxx Exxx Xxxx Title: Managing Director, Head of Equity Syndicate Investment Banking ORAGENICS, INC. – UNDERWRITING AGREEMENT ThinkEquity LLC 865,000 129,750 700,000 105,000 Lxxxxxx & Company (UK) Ltd. 700,000 105,000 TOTAL 1,400,000 210,000 Number of Firm Shares: 865,000 1,400,000 Number of Option Shares: 129,750 210,000 Public Offering Price per Share: $1.85 1.50 Underwriting Discount per Share: $0.1295 0.105 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP 1.395 Free writing prospectus filed with the Securities and Exchange Commission on May 26February 27, 20232024. [None. Kxxxxxxx X. Mxxxxx Xxxxxx Mxxxxxx Xxxxxxx Jxxxx Xxxxxxx Cxxxxxx X. Xxxx Fxxxxxxxx X. Telling, Ph.]D Rxxxxx X. Xxxxx Axxx X. Xxxxxx, M.D. Jxxx X. Xxxxxxxx Bxxxx X. Xxxxxxx 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 ____, 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oragenics, Inc., a Florida corporation (the “Company”), up to ______ shares of 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 shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INCDARIOHEALTH CORP. By: /s/ Hxxxxx X. Zxx Xxx Xxxxx Name: Hxxxxx X. Zxx Xxx Xxxxx 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: AEGIS CAPITAL CORP. By: /s/ Kxxxx Dxxxx Xxxxxx Name: Kxxxx Dxxxx Xxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking Aegis Capital Corp. 1,450,000 217,500 Number of Firm Shares: 865,000 1,450,000 Number of Option Shares: 129,750 217,500 Number of Firm Shares to Company Introduced Investors: 459,600 Public Offering Price per Share: $1.85 3.10 Underwriting Discount per Share: $0.1295 0.217 Underwriting Discount per Share for Company Introduced Investors: $0.1085 Underwriting Non-accountable expense allowance per Share: n/a Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 262.883 Proceeds to Company per Share (before expenses) for Company Introduced Investors: $2.9915 None. None. Israel Discount Bank Tuffy Associates Corp. Zxx Xxx Xxxxx Mxxxxxx Xxxxxxxx Dxxxxx X. XxXxxxx Pxxx. Xxxxxxx X. Sxxxx Xxxx Yehudiha Hila Kxxxx Xxxxx Farhi Axxxx Xxxxx Yossi Bahagon THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, 2023AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [None________________] [DATE THAT IS ONE YEAR FROM THE DATE OF THE UNDERWRITING AGREEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF THE UNDERWRITING AGREEMENT].]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. ECMOHO Limited By: /s/ Hxxxxx X. Xxxxx Xxx Xxxx Name: Hxxxxx X. Xxxxx Xx. Xxx Xxxx Title: Chief Financial 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: AEGIS CAPITAL CORP. By: /s/ Kxxxx Xxxxxx X. Xxxx Name: Kxxxx Xxxxxx X. Xxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Chief Executive Officer Aegis Capital Corp. 10,000,000 1,281,057 Number of Firm Shares: 865,000 10,000,000 Number of Option Additional Shares: 129,750 1,281,057 Public Offering Price per Share: $1.85 0.90 Underwriting Discount per Share: $0.1295 0.063 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 0.837 List of Lock-Up Parties List of officers and directors executing lock-up agreements • Xxx Xxxx (Xxxx Xxxx; CEO and director) • Xx Xxx (CFO) • Xxx Xxxx (COO & Director) • Xxxx Xx (Director) • Xxxxxx Xxxx (Xxxx Xxx; Director) • Xxxxx Xx (Director) Form FWP filed of Lock-Up Agreement Xxxxx Capital Corp., As Underwriter of the Company 000 0xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with ECMOHO Limited, a Cayman Islands corporation (the Securities and Exchange Commission on May 26“Company”), 2023. [Noneproviding for the public offering (the “Public Offering”) of American Depositary Shares, each representing four (4) Class A ordinary shares, par value US$0.00001 per share (the “Ordinary Shares”), of the Company (the “Shares”).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx Xxxxxx X. Xxxxx XxXxxxx Name: Hxxxxx Xxxxxx X. Xxxxx XxXxxxx Title: Chief Financial Officer 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: By: /s/ Kxxxx Xxxxxx XxXxxxxxx Name: Kxxxx Xxxxxx XxXxxxxxx Title: Managing DirectorDirector Revere Securities, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 1,500,000 225,000 TOTAL 1,500,000 225,000 Number of Firm Shares: 865,000 1,500,000 Number of Option Shares: 129,750 225,000 Public Offering Price per Firm Share: $1.85 $ 5.00 Public Offering Price per Option Share: $ 5.00 Underwriting Discount per Firm Share: $0.1295 $ 0.35 Underwriting Discount per Option Share: $ 0.35 Proceeds to Company per Firm Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities $ 4.65 Proceeds to Company per Option Share (before expenses): $ 4.65 None. None. List of Lock-Up Parties1 1. Xxxxxx Xxxxx Xxxxxxxxx, Chief Executive Officer and Exchange Commission on May 26Director 2. Xxxxxxxxxx Xxxxxxx, 2023Chief Strategy Officer and Director 3. [None.]Xxxxxx Xxxxxxxxx, Chief Financial Officer 4. Xxxxxx Xxxxxx XxXxxxx, Executive Chairman and Director 5. Xxxxxxx Xxxxxxxx, Director 6. Xxxxxxxxxxx Xxxx Xxxxxxx, Director 7. Xxxxxx Xxxxxxx, Director 8. Xxxxx Xxxxxx, Director 9. Niteroi Spa

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INCSNOW LAKE RESOURCES LTD. By: /s/ Hxxxxx X. Xxxxxx Xxxxx Name: Hxxxxx X. Xxxxxx Xxxxx Title: Chief Financial 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 Xxxxxx Xxxx Xxxx Name: Kxxxx Xxxxxx Xxxx Xxxx Title: Managing Director, Head of Equity Syndicate Investment Banking Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity LLC 865,000 129,750 3,200,000 480,000 TOTAL 3,200,000 480,000 Number of Firm Shares: 865,000 3,200,000 Number of Option Shares: 129,750 480,000 Public Offering Price per Share: $1.85 7.50 Underwriting Discount per Share: $0.1295 0.5625 Underwriting Non-accountable expense allowance per Share: $0.075 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP 6.8625 Free Writing Prospectus filed with the Securities and Exchange Commission on May 26November 12, 2023. [2021 None.] 1. 2105 Victoria Corp. 2. 2789502 Ontario Inc 3. 698734 Ontario Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPMERIDIAN WASTE SOLUTIONS, INC. By: /s/ Hxxxxx X. Xxxxx Xxxxxxx Xxxxxx Name: Hxxxxx X. Xxxxx Xxxxxxx Xxxxxx Title: Chief Financial Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: XXXX CAPITAL PARTNERS, LLC By: /s/ Kxxxx Xxxxxx Xxxxx X. Xxxxxxxx Name: Kxxxx Xxxxxx Xxxxx X. Xxxxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity Capital Markets XXXXXX XXXXXX & CO., LLC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings Xxxx Capital Partners, LLC 865,000 129,750 950,000 150,000 237,500 37,500 Xxxxxx Xxxxxx & Co., LLC 950,000 150,000 237,500 37,500 Axiom Capital Management, Inc. 100,000 0 25,000 0 Number of Firm Shares: 865,000 2,000,000 Number of Firm Warrants: 500,000 Number of Option Shares: 129,750 300,000 Number of Option Warrants: 75,000 Public Offering Price per Firm Security: $1.75 Purchase Price per Option Warrant: $0.0001 Purchase Price per Option Share: $1.85 1.6275 Underwriting Discount per ShareFirm Security: $0.1295 0.1225 Proceeds to Company per Share Firm Security (after the underwriting discount and before expenses): $1.7205 Form FWP filed 1.6275 None. ● Xxxxxx Xxxxxxx ● Xxxxxxx Xxxxxx ● Xxxxxx Xxxxx ● Xxxxxxx Xxxxx ● Xxxxxx X. Xxxx ● Xxxxxxxxxxx Xxxx Xxxx Capital Partners, LLC 000 Xxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxx, XX 00000 And Xxxxxx Xxxxxx & Co., LLC 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxx Capital Partners, LLC and Xxxxxx Xxxxxx & Co., LLC (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Meridian Waste Solutions, Inc., a New York corporation (the Securities and Exchange Commission on May 26“Company”), 2023. [Noneproviding for the public offering (the “Public Offering”) of shares of common stock, par value $0.025 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. Very truly yours, FG FINANCIAL GROUP, INC. CEL-SCI Corporation By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx X. Xxxxx Geert R. Xxxxxxx Title: Chief Financial 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/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Dxxxx X. Xxxxx Title: Managing Director, Co-Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking Name: Jxxxxx X. Xxxxx Title: Co-Head of Investment Banking Aegis Capital Corp. 606,395 90,959 Number of Firm Shares: 865,000 606,395 Number of Option Additional Shares: 129,750 90,959 Public Offering Price per Share: $1.85 9.07 Underwriting Discount per Share: $0.1295 .6349 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 26, 20238.4351 Geert R. Xxxxxxx Pxxxxxxx X. Xxxxxxx Dx. [None.]Xxxx Xxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. TOP WEALTH GROUP HOLDING LIMITED By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx X. Xxxxx 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/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Xxxxxxx Xxx Title: Managing DirectorChief Executive Officer Pacific Century Securities LLC Revere Securities, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Number of Firm Shares: 865,000 2,000,000 Number of Option Shares: 129,750 [300,000 ] Public Offering Price per Firm Share: $1.85 $ 5.00 Public Offering Price per Option Share: $ 5.00 Underwriting Discount per Firm Share: $ 0.35 Underwriting Discount per Option Share: $ 0.35 Accountable Expense Allowance per Firm Share: $ [250,000 ] Non-accountable Expense Allowance per Option Share: N/A None. Xxx Xxxx Kings, XXXX (1) 20,160,000 180 days Xxxx, XXXXXX 0 180 days Xxxx Xxxx, XXXX 0 180 days Feiyong, LI 0 180 days Phei Suan, HO 0 180 days Xxxxx Xxx, XXXX 0 180 days Winwin Development Group Limited (1) 20,160,000 180 days (1) Xxx Xxxx Xxxxx, XXXX beneficially owns 20,160,000 Ordinary Shares through Winwin Development Group Limited, a company incorporated under the laws of the British Virgin Islands, which is owned as to 90% by Xx. Xxx Xxxx Kings, XXXX and 10% by Xx. Xxx Fai, XXXXX. Xx. Xxx Xxxx Kings, XXXX is the sole director of Winwin Development Group Limited. Xx. Xxxx may be deemed the beneficial owners of the Ordinary Shares held by Winwin Development Group Limited, and Xx. Xxxx holds the voting and dispositive power over the Ordinary Shares held by Winwin Development Group Limited. The registered address of Winwin Development Group Limited is Craigmuir Xxxxxxxx, Road Town, Tortola, XX 0000, Xxxxxxx Xxxxxx Xxxxxxx. Pacific Century Securities, LLC Ladies and Gentlemen: The undersigned understands that Pacific Century Securities, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Top Wealth Group Holding Limited, a Cayman Islands company (the “Company”), providing for the public offering (the “Public Offering”) of ordinary shares, par value $0.1295 Proceeds 0.0001 per share, of the Company (the “Shares”). To induce the Representative to Company per Share continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending one hundred and eighty (180) days after the underwriting discount and before expenses): $1.7205 Form FWP filed date the Offering is completed (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the Securities and Exchange Commission on May 26undersigned has or hereafter acquires the power of disposition (collectively, 2023. [Nonethe “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. SAGTEC GLOBAL LIMITED By: /s/ Hxxxxx X. Xxxxx Ng Chen Lok Name: Hxxxxx X. Xxxxx Ng Chen Lok Title: Chairman, Executive Director and Chief Financial 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: By: /s/ Kxxxx Xxxxxx John J. Borer III Name: Kxxxx Xxxxxx John J. Borer III Title: Senior Managing DirectorDirector The Benchmark Company, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 1,750,000 262,500 TOTAL 1,750,000 262,500 Number of Firm Shares: 865,000 Number of Option Shares: 129,750 1,750,000 Public Offering Price per Share: $1.85 4.00 Underwriting Discount per Share: $0.1295 7% Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 26, 20233.72 None. [None.] 1. Ng Chen Lok 2. Zuria Hajar binti Mohd Adnan 3. Loong Xin Yee 4. Tan Kim Chuan 5. Pan Seng Wee 6. Robert M. Harrison 7. Lai Fuu Sing 8. Yong Avon

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance noncompliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. CEL-SCI Corporation By: /s/ Hxxxxx X. Xxxxx Geert R. Xxxxxxx Name: Hxxxxx X. Xxxxx Geert R. Xxxxxxx Title: Chief Financial Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: /s/ Kxxxx Xxxxxx Sxx Xxxxxxxxxx Name: Kxxxx Xxxxxx Sxx Xxxxxxxxxx Title: Managing DirectorSupervisory Principal Kingswood Capital Markets, Head division of Equity Syndicate ThinkEquity LLC 865,000 129,750 Benchmark Investments, Inc. 500,000 75,000 Aegis Capital Corp. 500,000 75,000 TOTAL 1,000,000 150,000 Number of Firm Shares: 865,000 1,000,000 Number of Option Additional Shares: 129,750 150,000 Public Offering Price per Share: $1.85 14.65 Underwriting Discount per Share: $0.1295 1.03 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP 13.62 1. Free Writing Prospectus filed by the Company with the Securities and Exchange Commission on May 26December 8, 20232020. [NoneIssuer: CEL-SCI Corporation (the “Company”) Number of Firm Shares: 1,000,000 shares of common stock of the Company (each, a “Share”). Public price per Share: $14.65 Option to purchase additional Shares: The Underwriter (as defined below) will have an option, exercisable, in whole or in part, in the sole discretion of the Underwriter, at any time prior to the day that is the 30th day following the date of the Underwriting Agreement, to purchase up to an additional 150,000 Shares on the same terms and conditions as set forth herein.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPDuos Technologies Group, INC. Inc. By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx X. Xxxxx 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: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Kxxxx Xxxxxx ____________________________ Name: Kxxxx Xxxxxx Title: Managing DirectorDUOS TECHNOLOGIES GROUP, Head INC. – UNDERWRITING AGREEMENT ThinkEquity, a division of Equity Syndicate ThinkEquity Fordham Financial Management, Inc. 945,000 141,750 The Benchmark Company, LLC 865,000 129,750 405,000 60,750 Number of Firm Shares: 865,000 1,350,000 Number of Option Shares: 129,750 202,500 Public Offering Price per Share: $1.85 6.00 Underwriting Discount per Share: $0.1295 0.45 Underwriting Non-accountable expense allowance per Share: $0.03 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed 5.52 None. None. Gxxxxx X. Xxxxxxx Axxxxx X. Xxxxxxxx Bxxxx X. Xxxxx Kxxxxxx Xxxxxx Nxx Xxxxxxxxxxx Cxxxxx X. 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. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the Securities date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and Exchange Commission on May 26purchase from Duos Technologies Group, 2023Inc., a Florida corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. [NoneThe purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. VENU HOLDING CORPORATION By: /s/ Hxxxxx X. Xxxxx J.X. Xxxx Name: Hxxxxx X. Xxxxx J.X. Xxxx Title: Chief Financial Executive Officer and Chairman Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 I hereto: By: /s/ Kxxxx Xxxxxx Exxx Xxxx Name: Kxxxx Xxxxxx Exxx Xxxx Title: Managing Director, Head of Equity Syndicate Investment Banking ThinkEquity LLC 865,000 129,750 Number of Firm Shares: 865,000 1,200,000 Number of Option Shares: 129,750 180,000 Public Offering Price per Share: $1.85 10.00 Underwriting Discount per Share: $0.1295 0.70 Non-accountable expense allowance per Share: $0.10 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities 9.30 November 13, 2024 and Exchange Commission on May November 15, 2024 None. 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 INITIAL EXERCISE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO MAY 26, 20232025 AND VOID AFTER 5:00 P.M., EASTERN TIME, NOVEMBER 26, 2029. [NoneWarrant 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 ____, 2025 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Venu Holding Corporation, a Colorado corporation (the “Company”), up to _________ shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPIBIO, INC. By: /s/ Hxxxxx Rxxxxx X. Xxxxx Xxx Name: Hxxxxx Rxxxxx X. Xxxxx Xxx Title: Chief Financial Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 attached hereto: : A. G.P./ALLIANCE GLOBAL PARTNERS By: /s/ Kxxxx Xxxxxx Txxxxx X. Xxxxxxx Name: Kxxxx Xxxxxx Txxxxx X. Xxxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking A.G.P./Alliance Global Partners 2,450,000 4,510 2,250,000 2,250,000 3,750,000 3,750,000 3,750,000 Number of Firm Shares: 865,000 2,450,000 Number of Preferred Shares: 4,510 Number of Series A Warrants: 25,000,000 Number of Series B Warrants: 25,000,000 Number of Option Shares: 129,750 3,750,000 Number of Series A Warrants Comprising Option Warrants: 3,750,000 Number of Series B Warrants Comprising Option Warrants: 3,750,000 Public Offering Price per Firm Share: $1.85 0.198 Public Offering Price per Preferred Share: $999.998 Public Offering Price per Firm Warrant: $0.001 Firm Warrant Exercise Price: $0.22 Underwriting Discount per ShareFirm Share sold to Pre-Existing Relationship Investors: $0.1295 0.0069 Underwriting Discount per Firm Share sold to Investors that are not Pre-Existing Relationship Investors: $0.0139 Underwriting Discount per Preferred Share sold to Pre-Existing Relationship Investors: $34.9999 Underwriting Discount per Preferred Share sold to Investors that are not Pre-Existing Relationship Investors: $69.9999 Underwriting Discount per Firm Warrant sold to Pre-Existing Relationship Investors: $0.00003 Underwriting Discount per Firm Warrant sold to Investors that are not Pre-Existing Relationship Investors: $0.00007 Proceeds to Company per Firm Share (after the underwriting discount and before expenses): $1.7205 Form FWP 0.1841 Proceeds to Company per Preferred Share (before expenses): $929.9981 Proceeds to Company per Firm Warrant (before expenses): $0.0009 Issuer General Use Free Writing Prospectus filed with the Commission on September 17, 2019 and as amended and filed on October 10, 2019 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 As Underwriter named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that you (the “Underwriter”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by the Underwriter of shares (the “Stock”) of common stock, par value $0.001 per share (the “Common Stock”), warrants (the “Warrants”) to purchase shares of Common Stock and Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) of iBio, Inc., a Delaware corporation (the “Company”), and that the Underwriter proposes to reoffer the Stock, the Warrants and the Series C Preferred Stock to the public (the “Offering”). In consideration of the execution of the Underwriting Agreement by the Underwriter, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of the Underwriter, the undersigned will not, directly or indirectly, (a) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock; (b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise; (c) except as provided for below, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company; or (d) publicly disclose the intention to do any of the foregoing for a period commencing on May 26the date hereof and ending ninety (90) days after the date of the effective date of the Registration Statement relating to the Offering (such 90-day period, 2023. [Nonethe “Lock-Up Period”).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPURBAN-GRO, INC. By: /s/ Hxxxxx X. Xxxxx Xxxxxxx Xxxxxxxx Name: Hxxxxx X. Xxxxx Xxxxxxx Xxxxxxxx Title: Chief Financial Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Kxxxx Xxxxxx Xxxx Xxxx Name: Kxxxx Xxxxxx Xxxx Xxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. . 5,400,000 810,000 TOTAL 5,400,000 810,000 Number of Firm Shares: 865,000 5,400,000 Number of Option Shares: 129,750 810,000 Public Offering Price per Share: $1.85 10.00 Underwriting Discount per Share: $0.1295 0.64 Underwriting Non-accountable expense allowance per Share: $0.00 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed 9.36 None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant 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 ____, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the Securities date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and Exchange Commission on May 26purchase from urban-gro, 2023Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. [NoneThe purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Jxxx Xxxxxxx Xxxxx XX Name: Hxxxxx X. Jxxx Xxxxxxx Xxxxx XX Title: President & Chief Financial 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/ Kxxxx Jxxxxxxx Xxxxxx Name: Kxxxx Jxxxxxxx Xxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity Investment Banking DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Alexander Capital, L.P. 18,694,900 Revere Securities, LLC 865,000 129,750 18,694,900 TOTAL 37,389,800 Number of Firm Shares: 865,000 37,389,800 Number of Option Shares: 129,750 5,608,470 Public Offering Price per Firm Share $0.25 Public Offering Price per Option Share $0.25 Underwriting Discount per Firm Share $0.01875 Underwriting Discount per Option Share: $1.85 Underwriting Discount per Share: $0.1295 0.01875 Proceeds to Company per Firm Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 26, 2023. [0.23125 Proceeds to Company per Option Share (before expenses): $0.23125 None.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPRUMBLEON, INC. By: /s/ Hxxxxx X. Xxxxx Mxxxxxxx Xxxxxxxx Name: Hxxxxx X. Xxxxx Mxxxxxxx Xxxxxxxx Title: Chief Financial Officer Chairman and CEO 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: RXXX CAPITAL PARTNERS, LLC By: /s/ Kxxxx Axxxx X. Xxxxxxxx Name: Axxxx X. Xxxxxxxx Title: Head of Equity Capital Markets MAXIM GROUP, LLC By: /s/ Cxxxxxxx Xxxxxx Name: Kxxxx Cxxxxxxx Xxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity Investment Banking Rxxx Capital Partners, LLC 865,000 129,750 1,455,000 218,250 Maxim Group, LLC 1,018,500 152,775 Aegis Capital Corp. 436,500 65,475 TOTAL 2,910,000 436,500 Number of Firm Shares: 865,000 2,910,000 Number of Option Shares: 129,750 436,500 Public Offering Price per Share: $1.85 5.50 Underwriting Discount per Share: $0.1295 0.385 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed 5.115 hxxxx://xxx.xxx.xxx/Xxxxxxxx/exxxx/data/1596961/000165495417009064/rmbl_fwp.htm None. Mxxxxxxx Xxxxxxxx Sxxxxx X. Xxxxxxx Dxxxxx Xxxxx Kxxxxx Xxxxxxxx Mxxxx Xxxxxx Kxxxx Xxxxxxxx Rxxxxxx X. Xxxx NextGen Dealer Solutions, LLC Berrard Holdings Limited Partnership Blue Flame Capital, LLC Warrant Shares: [●] THIS WARRANT TO PURCHASE CLASS B 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 [●], 2018 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the Securities date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and Exchange Commission on May 26purchase from RumbleOn, 2023Inc., a Nevada corporation (the “Company”), up to [●] shares of Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. [NoneThe purchase price of one share of Class B Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. GARDEN STAGE LIMITED By: /s/ Hxxxxx X. Xxxxx Xxx Xxx Xxxxxxx, XXXX Name: Hxxxxx X. Xxxxx Xxx Xxx Xxxxxxx, XXXX Title: Chief Financial Officer Director Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ Kxxxx Xxxxxx Xxxxxxx Xxx Name: Kxxxx Xxxxxx Xxxxxxx Xxx Title: Senior Managing DirectorDirector Revere Securities LLC 1,000,000 X. X. Xxxxxxxx & Co., Head of Equity Syndicate ThinkEquity Inc. 1,000,000 Dominari Securities LLC 865,000 129,750 500,000 Number of Firm Shares: 865,000 2,500,000 Number of Option Shares: 129,750 0 Public Offering Price per Firm Share: $1.85 4.00 Public Offering Price per Option Share: N/A Underwriting Discount per Firm Share: $0.1295 Proceeds to Company 0.29 Underwriting Discount per Share Option Share: N/A Non-accountable Expense Allowance per Firm Share: $0.04 Non-accountable Expense Allowance per Option Share: N/A None. Xxx Xx, XXXX (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 261)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, 2023. [None.]XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO 0 180 days Oriental Moon Tree Limited (1)(2) 11,000,000 180 days

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPHEAT BIOLOGICS, INC. By: /s/ Hxxxxx X. Xxxxx Jxxxxxx Xxxx Name: Hxxxxx X. Xxxxx Jxxxxxx Xxxx Title: Chief Financial Officer Chairman, CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS By: /s/ Kxxxx Dxxxx Xxxxxx Name: Kxxxx Dxxxx Xxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity Investment Banking [SIGNATURE PAGE] HEAT BIOLOGICS, INC. – UNDERWRITING AGREEMENT A.G.P./Alliance Global Partners 2,700,000 8,550,000 5,625,000 1,687,500 843,750 CIM Securities, LLC 865,000 129,750 300,000 950,000 625,000 187,500 93,750 SCHEDULE 2-A Pricing Information Number of Firm Shares: 865,000 3,000,000 Number of Pre-Funded Warrants: 9,500,000 Number of Firm Warrants: 6,250,000 Number of Option Shares: 129,750 1,875,000 Number of Option Warrants: 937,500 Public Offering Price per Firm Share: $1.85 1.44 Public Offering Price per Pre-Funded Warrant: $1.43 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $1.584 Underwriting Discount per Firm Share: $0.1295 0.1008 Underwriting Discount per Pre-Funded Warrant: $0.1001 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share (after the underwriting discount and before expenses): $1.7205 Form FWP 1.3392 Proceeds to Company per Pre-Funded Warrant (before expenses): $1.3299 Proceeds to Company per Firm Warrant (before expenses): $0.0093 Issuer General Use Free Writing Prospectus filed with the Securities and Exchange Commission on May 26April 20, 20232018. Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Axx Xxxxx, M.B.A. Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Aristar Capital (f/k/a Brightline Ventures III, LLC) Orion Holdings V, LLC Seed-One Holdings VI, LLC [None·], 2018 Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”) of shares of common stock, par value $0.0002 per share, of the Company (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxxxx Xxxxx Name: Hxxxxx X. Xxxxxxx Xxxxx 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/ Kxxxx Xxxxxx Xxxx X. Xxxxx III Name: Kxxxx Xxxxxx Xxxx X. Xxxxx III Title: Senior Managing DirectorDirector THE BENCHMARK COMPANY, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 1,176,500 176,475 TOTAL 1,176,500 176,475 Number of Firm Shares: 865,000 1,176,500 Number of Option Shares: 129,750 176,475 Public Offering Price per Firm Share: $1.85 17.00 Public Offering Price per Option Share: $17.00 Underwriting Discount per Firm Share: $0.1295 Proceeds to Company 1.19 Underwriting Discount per Share (after the underwriting discount and before expenses): Option Share: $1.7205 Form FWP filed with the Securities and Exchange Commission on May 26, 2023. [1.19 None.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yoursMAIA Biotechnology, FG FINANCIAL GROUP, INC. Inc. By: /s/ Hxxxxx X. Xxxx Xxxxx Name: Hxxxxx X. Xxxx Xxxxx Title: Chief Financial Officer CEO, MAIA Biotechnology, Inc. Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ Kxxxx Xxxxxx Xxxx Xxxx Name: Kxxxx Xxxxxx Xxxx Xxxx Title: Managing Director, Head of Equity Syndicate Investment Banking ThinkEquity LLC 865,000 129,750 2,222,200 333,300 TOTAL 2,222,200 333,300 Number of Firm Shares: 865,000 2,222,200 Number of Option Shares: 129,750 333,300 Public Offering Price per Firm Share/Option Share: $1.85 2.25 Underwriting Discount per Firm Share/Option Share: $0.1295 0.15750 Non-accountable expense allowance per Firm Share: $0.0225 Proceeds to Company per Firm Share/Option Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 262.07000 Free Writing Prospectus dated April 20, 2023 Free Writing Prospectus dated April 18, 2023 Free Writing Prospectus dated April 11, 2023 Free Writing Prospectus dated April 7, 2023 Free Writing Prospectus dated February 13, 2023 None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO OCTOBER 24, 2023. [NoneVOID AFTER 5:00 P.M., EASTERN TIME, APRIL 24, 2028. Warrant Shares: 111,110 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 24, 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MAIA Biotechnology, Inc., a Delaware corporation (the “Company”), up to 111,110 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 16,665 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPEastside Distilling, INC. Inc. By: /s/ Hxxxxx Gxxxxx X. Xxxxx Xxxxxxxxxx Name: Hxxxxx Gxxxxx X. Xxxxx Xxxxxxxxxx Title: Chief Financial 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: RXXX CAPITAL PARTNERS, LLC By: /s/ Kxxxx Axxxx X. Xxxxxxxx Name: Axxxx X. Xxxxxxxx Title: Head of Equity Capital Markets AEGIS CAPITAL CORP. By: /s/ Dxxxx Xxxxxx Name: Kxxxx Dxxxx Xxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity Investment Banking Rxxx Capital Partners, LLC 865,000 129,750 600,000 90,000 Aegis Capital Corp. 600,000 90,000 TOTAL 1,200,000 180,000 Number of Firm SharesUnits: 865,000 1,200,000 Number of Option Shares: 129,750 180,000 Number of Option Warrants: 180,000 Public Offering Price per ShareFirm Unit: $1.85 4.50 Underwriting Discount per ShareFirm Unit: $0.1295 0.3150 Underwriting Non-accountable expense allowance per Firm Unit: $0.045 Proceeds to Company per Share Unit (after the underwriting discount and including non-accountable expense but before expenses): $1.7205 Form FWP filed 4.14 None. None. Glenbrook Capital LP Sxxxxx Xxxx Txxxx X. Xxxxx Mxxxxxx X. Xxxxxxx Gxxxxx X. Xxxxxxxxxx Mxxxxxx Xxxx Jxxxxxx Xxxxxxxx Axxxx Xxxxxxx Sxxxxx X. Xxxxxxxx Rxxx Capital Partners, LLC 800 Xxx Xxxxxxxx Xxxxxxx Xxxxx, XX 00000 and Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Rxxx Capital Partners, LLC, as representative, joint lead underwriter, and joint bookrunner (the “Representative”), and Aegis Capital Corp., as joint lead underwriter and joint bookrunner, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Eastside Distilling, Inc., a Nevada corporation (the Securities “Company”), providing for the public offering of units consisting of one share of common stock, par value $0.0001 per share, of the Company (the “Shares”) and Exchange Commission on May 26one warrant to purchase one share of common stock, 2023. [Nonepar value $0.0001 per share, of the Company (the “Public Offering”).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INCBRIACELL THERAPEUTICS CORP. By: /s/ Hxxxxx Wxxxxxx X. Xxxxx Xxxxxxxx Name: Hxxxxx Wxxxxxx X. Xxxxx Xxxxxxxx Title: President and Chief Financial 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 Xxxxxx Exxx Xxxx Name: Kxxxx Xxxxxx Exxx Xxxx Title: Managing Director, Head of Equity Syndicate Investment Banking ThinkEquity LLC 865,000 129,750 Number of Firm SharesUnits: 865,000 7,400,000 Number of Option SharesUnits: 129,750 0 Public Offering Price per ShareFirm Unit: $1.85 0.75 Underwriting Discount per ShareFirm Unit: $0.1295 0.05625 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities 0.69375 None. None. Dx. Xxxxxxx X. Williams President, Chief Executive Officer and Exchange Commission on May 26, 2023. [None.]Director Gxxx Xxxxx Chief Financial Officer and Corporate Secretary Dr. Gxxxxxxx Del Pxxxxx Chief Medical Officer

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPMANGOCEUTICALS, INC. By: /s/ Hxxxxx Jxxxx X. Xxxxx Name: Hxxxxx Jxxxx X. Xxxxx Title: Chief Financial 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 Xxxxxx Xxxxx Name: Kxxxx Xxxxxx Xxxxx Title: Managing DirectorChief Executive Officer Boustead Securities, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 4,000,000 600,000 Sxxxxx Securities, Inc. — — TOTAL 4,000,000 600,000 Number of Firm Shares: 865,000 4,000,000 Number of Option Shares: 129,750 600,000 Public Offering Price per Firm Share or Option Share, as applicable: $1.85 0.30 Underwriting Discount per Firm Share or Option Share, as applicable: $0.1295 Proceeds to Company 0.021 Non-Accountable Expense Allowance per Firm Share or Option Share, as applicable: $0.003 None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES, BY ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (after the underwriting discount and before expenses180) DAYS FOLLOWING [●], 202[●] (THE “EFFECTIVE DATE”), WHICH IS THE COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE REPRESENTATIVE OF THE UNDERWRITERS AS CONSIDERATION (THE “OFFERING”): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 26(A) SELL, 2023. [NoneTRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS, PARTNERS, REGISTERED PERSONS OR AFFILIATES OF BOUSTEAD SECURITIES, LLC, EACH OF WHICH SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINANCIAL INDUSTRY REGULATORY AUTHORITY (“FINRA”) RULE 5110(E)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx X. Xxxxx Cxxxx Xxxx “Sxx” Teo Title: Chief Financial 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 Xxxxxx EX XXXXXX, division of Benchmark Investments, LLC Name: Kxxxx Xxxxxx Sxx Xxxxxxxxxx Title: Managing DirectorSupervisory Principal EX Xxxxxx, Head division of Equity Syndicate ThinkEquity Benchmark Investments, LLC 865,000 129,750 1,995,000 300,000 Jxxxxx Xxxxxx & Co., LLC 5,000 - TOTAL 2,000,000 300,000 Number of Firm Shares: 865,000 2,000,000 Number of Option Shares: 129,750 300,000 Public Offering Price per Firm Share: $1.85 4.00 Public Offering Price per Option Share: $4.00 Underwriting Discount per Firm Share: $0.1295 0.28 Underwriting Discount per Option Share: $0.28 Proceeds to Company per Firm Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 26, 2023. [3.72 Proceeds to Company per Option Share (before expenses): $3.72 Underwriting Non-accountable expense allowance per Firm Share: $0.04 None.] 1. Cxxxx Xxxx “Sxx” Teo 2. Voon Him “Vxxxxx” Hoo 3. Sx Xxxx “Cxxxxxx” Chuah 4. Yxx Xxx “Jaylvin” Chan 5. Su Huay “Sxx” Chuah 6. Chen Hoe “Sxxxxx” Sxx 7. Jau Long “Jxxxx” Ooi 8. Jxxxxx X. “Bxxxx” Banks

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPLMP AUTOMOTIVE HOLDINGS, INC. By: /s/ Hxxxxx X. Xxxxx Xxxxxx Name: Hxxxxx X. Xxxxx Xxxxxx Title: President and Chief Financial Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Kxxxx Xxxxxx Xxxx Xxxx Name: Kxxxx Xxxxxx Xxxx Xxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. 1,725,000 258,750 The Benchmark Company, LLC 865,000 129,750 575,000 86,250 Number of Firm Shares: 865,000 2,300,000 Number of Option Shares: 129,750 345,000 Public Offering Price per Share: $1.85 5.00 Underwriting Discount per Share: $0.1295 0.35 Underwriting Non-accountable expense allowance per Share: $0.05 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP 4.60 Issuer Free Writing Prospectus dated September 3, 2019 filed with by the Securities and Exchange Commission on May 26, 2023. [Company pursuant to Rule 433 None. 1. Xxxxx Xxxxxx 2. Xxxxxxx “Xxxxx” Xxxxx 3. Xxxxxx “Xxx” X. Xxxxxx, Xx. 4. Xxxxx 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. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________], 2020 [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________], 2024. Warrant Shares: _______ 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 ____, 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. Very truly yours, FG FINANCIAL GROUP, INC. CEL-SCI Corporation By: /s/ Hxxxxx X. Xxxxx /s/Geert R. Xxxxxxx Name: Hxxxxx X. Xxxxx Geert R. Xxxxxxx Title: Chief Financial 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/ Kxxxx Xxxxxx /s/Dxxxx X. Xxxxx Name: Kxxxx Xxxxxx Dxxxx X. Xxxxx Title: Managing Director, Co-Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking /s/Jxxxxx X. Xxxxx Name: Jxxxxx X. Xxxxx Title: Co-Head of Investment Banking Aegis Capital Corp. 630,500 94,575 Number of Firm Shares: 865,000 630,500 Number of Option Additional Shares: 129,750 94,575 Public Offering Price per Share: $1.85 12.22 Underwriting Discount per Share: $0.1295 .8554 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP 11.3646 A preliminary prospectus supplement to the accompanying prospectus dated March 23, 2020 has been filed with the Securities and Exchange Commission (SEC) in the United States and contains important information relating to the securities described in this term sheet. The issuer has filed a registration statement (including the accompanying prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus, as supplemented by the preliminary prospectus supplement filed with the SEC, in that registration statement and other documents the issuer has and will file with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on May 26the SEC website at wxx.xxx.xxx. Alternatively, 2023the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus, as supplemented, if you request it, from Aegis Capital Corp., via email at sxxxxxxxx@xxxxxxxx.xxx or telephone at (000) 000-0000. [NoneIssuer: CEL-SCI Corporation (the “Company”) Number of Firm Shares: 630,500 shares of common stock of the Company (each, a “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. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPGuardforce AI Co., INC. Limited By: /s/ Hxxxxx X. Xxxxx Xxx Xxxx Name: Hxxxxx X. Xxxxx Xxx Xxxx Title: Chief Financial 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: XX XXXXXX, division of Benchmark Investments, LLC By: /s/ Kxxxx Xxxxxx Xxx Xxxxxxxxxx Name: Kxxxx Xxxxxx Xxx Xxxxxxxxxx Title: Managing DirectorSupervisory Principal XX Xxxxxx, Head division of Equity Syndicate ThinkEquity Benchmark Investments, LLC 865,000 129,750 3,589,458 542,168 Xxxxxx Xxxxxx & Co LLC 25,000 0 Number of Firm SharesUnits: 865,000 3,614,458 Number of Ordinary Shares included in the Firm Units: 3,614,458 Number of Warrants included in the Firm Units: 3,614,458 Number of Option SharesUnits: 129,750 542,168 Number of Ordinary Shares included in the Option Units: 542,168 Number of Warrants included in the Option Units: 542,168 Public Offering Price per ShareFirm Unit: $1.85 4.15 Public Offering Price per Option Unit: $4.15 Underwriting Discount per ShareFirm Unit: $0.1295 0.2905 Underwriting Discount per Option Unit: $0.2905 Proceeds to Company per Share Firm Unit (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 263.8595 Proceeds to Company per Option Unit (before expenses): $3.8595 Xxxxxxx Xxxx Xxxx Xxx Xxxxx Xxx Xx Xxxxxx Tu Xxx Xxxx Kee Xxx Xxxx Xxxx Xxxxxxxx Xxxxx Xxx Xxxxxxx Xxxxxx Xxxxxxxx Guardforce AI Technology Limited Guardforce AI Service Ltd Profit Raider Investments Limited Intelligent High Tech Holding Co., 2023Limited JW Investment Management Limited 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 BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING TO ANYONE OTHER THAN (I) XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. [NoneTHIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO MARCH 29, 2022. VOID AFTER 5:00 P.M., EASTERN TIME, SEPTEMBER 28, 2026.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-non- compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-non- compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Company and the CompanyRepresentative, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx X. Xxxxx Title: Chief Financial Officer Confirmed as Date: By: Name: Title: Date: Cathay Securities, Inc. -- 1,700,000 Class A Ordinary Shares WestPark Capital, Inc. -- 400,000 Class A Ordinary Shares Dominari Securities LLC -- 50,000 Class A Ordinary Shares Total 2,150,000 Class A Ordinary Shared Number of Firm Shares: 2,150,000 Number of Option Shares: 322,500 Public Offering Price per Share: $4.00 Underwriting Discount per Share: $0.28 Proceeds to Company per Share (before expenses): $3.72 Free writing prospectus dated August 23, 2024 Filed pursuant to Rule 433 of the date first written above mentionedSecurities Act of 1993, on behalf of itself and as amended Relating to Preliminary Prospectus dated August 13, 2024 Registration No. 333-280198 N/A Xxx Xxxxxxx Xxxxx Xxxxxxxx Xingji ZhangPingting Limited Xxx Xxxxxxxx You Zhi Gut Leut Xxxx Xxxx Xxx Xingji ZhanJie Limited Xx Xxx Intersteller F.Y Limited Xxx Xxx Xxxxx ________, 2024 00 Xxxx Xxxxxx, Xxxxx 0000 New York, NY 10005 As Representative of the several Underwriters named on Schedule 1 heretoto the Underwriting Agreement Ladies and Gentlemen: By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Managing DirectorThe undersigned understands that Cathay Securities, Head Inc. (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Star Fashion Culture Holdings Limited, a Cayman Islands company (the “Company”), providing for the initial public offering (the “Public Offering”) of Equity Syndicate ThinkEquity LLC 865,000 129,750 Number Class A ordinary shares, par value US$0.00001 per share, of Firm the Company (the “Shares: 865,000 Number ”). To induce the Underwriter to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Option Shares: 129,750 the Underwriter, the undersigned will not, during the period commencing on the date hereof and ending on ______ (180 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering Price per Share: $1.85 (the “Lock-Up Period”)), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, now owned by the undersigned or any affiliate of the undersigned or with respect to which the undersigned or any affiliate of the undersigned has acquired the power of disposition; the shares of common stock owned by the undersigned are hereinafter referred to as the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, whether any such transaction is to be settled by delivery of shares of Lock-Up Securities, in cash or otherwise; (3) except as otherwise permissible under the Underwriting Discount per Share: $0.1295 Proceeds Agreement, make any demand for or exercise any right with respect to Company per Share 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 underwriting discount and before expenses): $1.7205 Form FWP filed 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 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 a family member (for purposes of this 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, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be; or (e) the sales of Shares to cover the payment of the exercise prices or the payment of taxes associated with the exercise or vesting of equity awards under any equity compensation plan of the Company; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (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 16(a) of the Exchange Act shall be required or shall be voluntarily made, except for a Form 5. The undersigned also agrees and consents to the Company’s entry of stop transfer instructions with the Company’s transfer agent against the transfer of the undersigned’s Lock-Up Securities and Exchange Commission on May 26, 2023. [Noneexcept in compliance with this lock-up agreement.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPEVOKE PHARMA, INC. By: /s/ Hxxxxx X. Xxxxx :_________________________________ Name: Hxxxxx X. Xxxxx Title: Chief Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: XXXXX-XXXXXX CAPITAL GROUP LLC By: /s/ Kxxxx Xxxxxx _________________________________ Name: Kxxxx Xxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity XXXXXXX & COMPANY (UK) LTD. By: _________________________________ Name: Title: Underwriter Total Number ofFirm Common Units to be Purchased Total Number ofFirm PFW Units to be Purchased Total Number ofSeries A Warrants to be Purchased Total Number ofSeries B Warrants to be Purchased Total Number ofSeries C Warrants to be Purchased Xxxxx-Xxxxxx Capital Group LLC 865,000 129,750 2,567,366 2,947,340 5,514,706 5,514,706 5,514,706 Xxxxxxx & Company (UK) Ltd. 2,567,365 2,947,340 5,514,705 5,514,705 5,514,705 Number of Firm SharesCommon Units: 865,000 5,134,731 Number of Option SharesFirm Pre-Funded Units: 129,750 5,894,680 Number of Series A Warrants: 11,029,411 Number of Series B Warrants: 11,029,411 Number of Series C Warrants: 11,029,411 Public Offering Price per ShareFirm Common Unit and accompanying Firm Warrants: $1.85 0.68 Public Offering Price per Firm PFW Unit and accompanying Firm Warrants: $0.6799 Underwriting Discount per ShareFirm Common Unit and accompanying Firm Warrants: $0.1295 0.05440 Underwriting Discount per Firm PFW Units and accompanying Firm Warrants: $0.05440 Underwriting Non-accountable expense allowance per Firm Common Unit and accompanying Firm Warrants: $0.00510 Underwriting Non-accountable expense allowance per Firm PFW Units and accompany Firm Warrants: $0.00510 Proceeds to Company per Share Firm Common Unit and accompany Firm Warrants (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities 0.6205 Proceeds to Company per Firm PFW Units and Exchange Commission on May 26, 2023accompany Firm Warrants (before expenses): $0.6204 None. [None.] 1. Xxxxx X. Xxxxxx 2. Xxxxxxx X. X’Xxxxxxx 3. Xxx X. Garner 4. Xxxx X. Xxxxx 5. Xxxxxxx X. 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. Very truly yours, FG FINANCIAL GROUPSIDUS SPACE, INC. By: /s/ Hxxxxx X. Cxxxx Xxxxx Name: Hxxxxx X. Cxxxx Xxxxx Title: Chief Financial 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/ Kxxxx Xxxxxx Exxx Xxxx Name: Kxxxx Xxxxxx Exxx Xxxx Title: Managing Director, Head of Equity Syndicate Investment Banking ThinkEquity LLC 865,000 129,750 1,321,000 0 TOTAL 1,321,000 0 Number of Firm Shares: 865,000 1,321,000 Number of Option Shares: 129,750 0 Public Offering Price per Share: $1.85 $6.00 Underwriting Discount per Share: $0.1295 0.42 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP 5.58 Free writing prospectus filed with the Securities and Exchange Commission on May 26February 29, 20232024. None. Bxxx 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 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 [None________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SIDUS SPACE, INC.], a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share, of the 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 Underwriter, the Company and the CompanySelling Shareholder, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx X. Xxxxx Title: Chief Financial Officer Confirmed as By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: written. By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Managing DirectorSpartan Capital Securities, Head LLC 1,655,000 248,250 TOTAL 1,655,000 248,250 Number of Equity Syndicate ThinkEquity LLC 865,000 129,750 IPO Shares: 1,655,000 Number of Selling Shareholder Shares: 221,108 Number of Firm Shares: 865,000 1,876,108 Number of Option Shares: 129,750 248,250 Public Offering Price per Firm Share: $1.85 [●] Public Offering Price per Option Share: $[●] Underwriting Discount per Firm Share: $0.1295 Proceeds 7% Underwriting Discount per Option Share: 7% [●] None Exhibit B Spartan Capital Securities LLC 40 Xxxxxxxx, 00xx Xxxxx, New York, NY 10006 Ladies and Gentlemen: 1) The undersigned, a holder (“Stockholder”) of more than 5% of the Company’s (as defined below) outstanding ordinary shares (as of the effective date of the registration statement on Form F-1, as amended from time to time), director or officer of mF International Limited, a British Virgin Islands company limited by shares (the “Company”), understands that Spartan Capital Securities LLC (the “Underwriter”) will act as an underwriter to carry out an initial public offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”), pursuant to that certain Underwriting Agreement, dated [●], 2023, by and among the Underwriter, the Company per Share and Gaderway Investments limited (after the underwriting discount “Underwriting Agreement”). In recognition of the benefit that the Offering will confer upon the undersigned, and before expenses): $1.7205 Form FWP for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of 6 months from the closing of this Offering (the “Lock-Up Period”), that the undersigned will not, without the prior written consent of the Underwriter, (i) offer, sell, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”); or (ii) file or caused to be filed any registration statement with the SEC relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company. whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (iii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise or (iv) enter into any swap or other agreement, arrangement, hedge or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of our Ordinary Shares or other capital stock or any securities convertible into or exercisable or exchangeable for our Ordinary Shares or other capital stock; or (v) conduct any offerings conducted through other broker-dealers or at the Company’s own volition or (vi) re-price or change the terms of existing options and warrants. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission on May 26Commission, 2023. [None.]or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, RENNOVA HEALTH INC. By: /s/ Hxxxxx X. Xxxxxx Xxxxx Name: Hxxxxx X. Xxxxxx Xxxxx Title: Chief Executive Officer, Interim Chief Financial Officer and President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Kxxxx Xxxxx Xxxxxx Name: Kxxxx Xxxxx Xxxxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking Aegis Capital Corp. 12,350 1,852 TOTAL 12,350 1,852 Number of Firm SharesSecurities: 865,000 12,350 Number of Option SharesSecurities: 129,750 1,852 Public Offering Price per ShareFirm Security: $1.85 1,000.00 Underwriting Discount per ShareFirm Security: $0.1295 70.00 Underwriting Non-accountable expense allowance per Firm Security: $10.00 Number of Firm Securities subject to Underwriting Discount and Non-accountable expense allowance: 4,004 Number of Firm Securities not subject to Underwriting Discount and Non-accountable expense allowance: 8,346 Proceeds to Company per Share Firm Security subject to Underwriting Discount and Non-accountable expense allowance: (after the underwriting discount and before expenses): $1.7205 Form FWP 920.00 Proceeds to Company per Firm Security not subject to Underwriting Discount and Non-accountable expense allowance: (before expenses): $1,000.00 Free writing prospectus filed with the Securities and Exchange Commission on May 26December 9, 20232016. [NoneFree writing prospectus filed on December 16, 2016. Xxxxxx Xxxxx Dr. Xxxx Xxxxxxxx Xxxxxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxxx Xxx Aella Ltd. Epizon Ltd. Xx. Xxxxxx X. Mendolia Xxxxxxxxx Xxxx, III Xxxxxx Xxxxxxxxx THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO DECEMBER 15, 2017 AND IS VOID AFTER 5:00 P.M., EASTERN TIME, DECEMBER 15, 2021.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Xxxxxxxx Name: Hxxxxx X. Xxxxx Xxxxxxxx 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/ Kxxxx Xxxxxx Xxxx Xxxx Name: Kxxxx Xxxxxx Xxxx Xxxx Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. 200,000 1,600,000 30,000 240,000 Number of Units/Firm Securities: 200,000 Number of Firm Shares: 865,000 200,000 Number of Firm Warrants: 1,600,000 Number of Option Shares: 129,750 30,000 Number of Option Warrants: 240,000 Public Offering Price per Share: Firm Security (one Share and Eight Warrants): $1.85 25.00 Underwriting Discount per ShareShare and Eight Warrants: $0.1295 1.875 Proceeds to Company per Share and Eight Warrants (after the underwriting discount and before expenses): $1.7205 Form FWP 23.125 Free Writing Prospectus filed with the Securities SEC on September 28, 2020 Free Writing Prospectus filed with the SEC on August 28, 2020 Valentios (“Xxxxx”) Xxxxxxxx Xxxxx X. Xxxxxxxx Xxxxxxxxxxxx Xxxxxx Xxxxx X. Xxx Xxxxx X. Xxxxxxxxx Xxxxxxxxx X. Xxxxxx THIS UNDERWRITER'S WARRANT IS NOT EXERCISABLE PRIOR TO [________________]1. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________]2. Warrant Shares: [_______]3 Initial Exercise Date: [______] 2021 THIS UNDERWRITER'S WARRANT TO PURCHASE 7.75% SERIES A CUMULATIVE CONVERTIBLE PREFERRED SHARES (the "Underwriter's 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 Exchange Commission subject to the limitations on May 26exercise and the conditions hereinafter set forth, 2023at 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 Pyxis Tankers Inc., a corporation formed under the laws of the Republic of the Xxxxxxxx Islands (the "Company"), up to ______ 7.75% Series A Cumulative Convertible Preferred Shares, par value $0.001 per share, of the Company (the "Warrant Shares"), as subject to adjustment hereunder. [NoneThe purchase price of one 7.75% Series A Cumulative Convertible Preferred Share under this Underwriter's Warrant shall be equal to the Exercise Price, as defined in Section 2(b). _________________________ 1 Date that is 180 days from the Effective Date of the Registration Statement 2 Date that is five (5) years from the Effective Date of the Registration Statement 3 1% of the number of Series A Preferred Shares sold in 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. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx X. Xxxxx 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/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Managing DirectorTHINKEQUITY A Division of Fordham Financial Management, Head Inc. ThinkEquity, a division of Equity Syndicate ThinkEquity LLC 865,000 129,750 Fordham Financial Management, Inc. TOTAL 13,333,334 2,000,000 Number of Firm Shares: 865,000 13,333,334 Number of Option Shares: 129,750 2,000,000 Public Offering Price per Share: $1.85 4.50 Underwriting Discount per Share: $0.1295 0.315 Underwriting Non-accountable expense allowance per Share: $0.0225 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed 4.1625 None. Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxx, 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 OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2022 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the Securities date that is five (5) years following the date of the Underwriting Agreement (the “Termination Date”) but not thereafter, to subscribe for and Exchange Commission on May 26purchase from Red Cat Holdings, 2023Inc., 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. [NoneThe purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUPMUSCLE MAKER, INC. By: /s/ Hxxxxx Mxxxxxx X. Xxxxx Name: Hxxxxx Mxxxxxx X. Xxxxx Title: Chief Financial 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 Jxxxxxxx Xxxxxx Name: Kxxxx Jxxxxxxx Xxxxxx Title: Managing DirectorDirector Alexander Capital, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 L.P. 3,293,118 493,117 Benchmark Investments, Inc. 1,000 1,000 TOTAL 3,294,118 494,117 Number of Firm Shares: 865,000 3,294,118 Number of Option Shares: 129,750 494,117 Public Offering Price per Share: $1.85 1.70 Underwriting Discount per Share: $0.1295 0.153 Underwriting Non-accountable expense allowance per Share: $0.017 Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP 1.53 Free Writing Prospectus filed with the Securities and Exchange Commission on May August 26, 20232020. [Free Writing Prospectus filed with the Commission on September 8, 2020. None. Kxxxx Xxxxx Mxxxxxx X. Xxxxx Kxxxxxx Xxxxxx Fxxxxxxxx Gxxxxxxxxx Xxxxx Infantee Sxxxxxx Xxxxxx A.X. Xxxxxxxx III Pxxx X. Xxxxxxx Jxxx Xxxxxxx Pxxxx X. Xxxxxxxxx Oxxxxxxxx Xxxxxxxxxxx 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) ALEXANDER CAPITAL, L.P. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ALEXANDER CAPITAL, L.P. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO MARCH 9, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, SEPTEMBER 10, 2025.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL MR2 GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx X. Xxxxx 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: THINKEQUITY A Division of Fordham Financial Management, Inc. Name: Title: The undersigned hereby join in this Agreement and agree to be bound by Sections 2.50 , 5.1 and 5.3 above but only with respect to Marketing Analysts, LLC, acknowledging that each has or will receive material personal benefit from the transactions described herein: By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Managing Director(Seal) Rxxxxxx Xxxxxxx, Head President Rxxxxxx Xxxxxxx Rxxxxx Xxxxxxx ThinkEquity, a division of Equity Syndicate ThinkEquity LLC 865,000 129,750 Fordham Financial Management, Inc. TOTAL Number of Firm Shares: 865,000 [●] Number of Option Shares: 129,750 [●] Public Offering Price per Share: $1.85 [●] Underwriting Discount per Share: $0.1295 [●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (after the underwriting discount and before expenses): $1.7205 Form FWP filed with the Securities and Exchange Commission on May 26, 2023. [●] [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 Gxxxxxx Rebel Six 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. 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]. 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 __________________, 20191 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MR2 Group, Inc., a Nevada corporation (the “Company”), up to ____________________________ shares2 (the “Warrant Shares”) of 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 shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. TOP WEALTH GROUP HOLDING LIMITED By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx X. Xxxxx 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/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxxx Xxxxxx Title: Managing DirectorExecutive Chairman Revere Securities, Head of Equity Syndicate ThinkEquity LLC 865,000 129,750 2,000,000 Number of Firm Shares: 865,000 2,000,000 Number of Option Shares: 129,750 [300,000] Public Offering Price per Firm Share: $1.85 5.00 Public Offering Price per Option Share: $5.00 Underwriting Discount per Firm Share: $0.1295 Proceeds 0.35 Underwriting Discount per Option Share: $0.35 Accountable Expense Allowance (Total): $250,000 Non-accountable Expense Allowance per Option Share: N/A None. Xxx Xxxx Kings, XXXX (1) 20,160,000 180 days Xxxx, XXXXXX 0 180 days Xxxx Xxxx, XXXX 0 180 days Feiyong, LI 0 180 days Phei Suan, HO 0 180 days Xxx Xxxx, CHIK 0 180 days Winwin Development Group Limited (1) 20,160,000 180 days (1) Xxx Xxxx Xxxxx, XXXX beneficially owns 20,160,000 Ordinary Shares through Winwin Development Group Limited, a company incorporated under the laws of the British Virgin Islands, which is owned as to 90% by Xx. Xxx Xxxx Kings, XXXX and 10% by Xx. Xxx Fai, XXXXX. Xx. Xxx Xxxx Kings, XXXX is the sole director of Winwin Development Group Limited. Xx. Xxxx may be deemed the beneficial owners of the Ordinary Shares held by Winwin Development Group Limited, and Xx. Xxxx holds the voting and dispositive power over the Ordinary Shares held by Winwin Development Group Limited. The registered address of Winwin Development Group Limited is Craigmuir Xxxxxxxx, Road Town, Tortola, XX 0000, Xxxxxxx Xxxxxx Xxxxxxx. Revere Securities, LLC Ladies and Gentlemen: The undersigned understands that Revere Securities, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Top Wealth Group Holding Limited, a Cayman Islands company (the “Company”), providing for the public offering (the “Public Offering”) of ordinary shares, par value $0.0001 per share, of the Company per Share (the “Shares”). To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending one hundred and eighty (180) days after the underwriting discount and before expenses): $1.7205 Form FWP filed date the Offering is completed (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the Securities and Exchange Commission on May 26undersigned has or hereafter acquires the power of disposition (collectively, 2023. [Nonethe “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-non- compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-non- compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Company and the CompanyRepresentative, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FG FINANCIAL GROUP, INC. By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx X. Xxxxx Title: Date: By: Name: Xxxxxxx Xxxxxxxxx Title: Chairman and Chief Financial Executive Officer Confirmed as Date: WestPark Capital, Inc. Number of the date first written above mentionedFirm Shares: 1,875,000 Number of Option Shares: 281,250 Public Offering Price per Share: $4.00 Underwriting Discount per Share: $0.28 Proceeds to Company per Share (before expenses): $3.72 None. Xxx Xxx Man Xxx Hin Xxxx Xxxx Xxxxxx Xxxx Xxxx Tat Che Xxxxxxxxx Xxx Xxxxx Xxxx Xx Xxxx Xxxxx Xxxx Man ________, on behalf of itself and as 2024 WestPark Capital, Inc. 000 X. 00xx Xxxxxx, 17th Floor New York, NY 10155 As Representative of the several Underwriters named on Schedule 1 heretoto the Underwriting Agreement Ladies and Gentlemen: By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Managing DirectorThe undersigned understands that Westpark Capital, Head Inc. (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Intelligent Group Limited, a British Virgin Islands company (the “Company”), providing for the initial public offering (the “Public Offering”) of Equity Syndicate ThinkEquity LLC 865,000 129,750 Number ordinary shares, par value $0.00001 per share, of Firm the Company (the “Shares: 865,000 Number ”). To induce the Underwriter to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Option Shares: 129,750 the Underwriter, the undersigned will not, during the period commencing on the date hereof and ending ____ days (___) days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering Price per Share: $1.85 (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, now owned by the undersigned or any affiliate of the undersigned or with respect to which the undersigned or any affiliate of the undersigned has acquired the power of disposition; the shares of common stock owned by the undersigned are hereinafter referred to as the “Lock- Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, whether any such transaction is to be settled by delivery of shares of Lock-Up Securities, in cash or otherwise; (3) except as otherwise permissible under the Underwriting Discount per Share: $0.1295 Proceeds Agreement, make any demand for or exercise any right with respect to Company per Share 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 underwriting discount and before expenses): $1.7205 Form FWP filed with completion of the Public Offering; provided that no filing under Section 16(a) of the Securities and Exchange Commission on May 26Act of 1934, 2023. [None.]as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Lock- Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of 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);