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, ZEROSPO By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Option Shares: [*] Public Offering Price per Firm Share: [*] Public Offering Price per Option Share: [*] Underwriting Discount per Firm Share: [*] Underwriting Discount per Option Share: [*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press Release

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO LIRUM THERAPEUTICS, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, THINKEQUITY LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [signature Page] Lirum Therapeutics, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC ThinkEquity LLC. TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*•] Number of Option Shares: [*•] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*•] Underwriting Discount per Firm Share: $[*•] Underwriting Discount Non-accountable expense allowance per Option Share: $[*•] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK LIRUM THERAPEUTICS, INC. Warrant Shares: _______ Initial Exercise Date: ______ 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 _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Lock-Up Agreement EXHIBIT C Form Common Stock, par value $0.001 per share, of Press Releasethe Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO Boustead Wavefront, Inc. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Revere Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Revere Securities, LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*●] Public Offering Price per Option Share: $[*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option Share: $[*●] Non-Accountable accountable Expense Allowance per Firm Share: $[*●] Non-Accountable accountable Expense Allowance per Option Share: $[*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [●] SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties None 34 EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press ReleaseAgreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Pages Follow] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO GREAT BASIN SCIENTIFIC, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 I hereto: Boustead SecuritiesXXXXXX XXXXX SECURITIES, LLC INC. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Offered Xxxxxx Xxxxx Securities, LLC Inc. Up to [ ] TOTAL [*] [*[ ] SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: [*[ ] Number of Option Series E Convertible Preferred Shares included in the Units: [ ] Number of Series C Warrants included in the Units: [ ] Shares underlying Series E Preferred Shares: [*[ ] Shares underlying Series C Warrant: [ ] Public Offering Price per Firm ShareUnit: [*] Public Offering Price per Option Share: [*$[ ] Underwriting Discount Commission per Firm ShareUnit: [*$[ ] Underwriting Discount per Option Share: [*] Non-Accountable Expense Allowance accountable expense allowance per Firm ShareUnit: [*$[ ] Non-Accountable Expense Allowance Proceeds to Company per Option Share: [*Unit (before expenses): $[ ] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Schedule 2 - B SCHEDULE 2-C Written Testing-the-Waters Communications None. Schedule 2 - C SCHEDULE 3 List of Lock-Up Parties Schedule 3 EXHIBIT A Form of Representative’s Warrant Unit Purchase Option Agreement EXHIBIT A - 1 EXHIBIT B Form of Lock-Up Agreement EXHIBIT B - 1 EXHIBIT C Form of Press ReleaseRelease Great Basin Scientific, Inc. [Date] Great Basin Scientific, Inc. (the “Company”) announced today that Xxxxxx Xxxxx Securities, Inc., acting as representative for the underwriters in the Company’s recent public offering of [ ] units (consisting of [ ] shares of the Company’s Series E Convertible Preferred Stock and [ ] Series C Warrants), is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO HeartCore Enterprises, Inc. By: Name: Yxxxxx Xxxxx Sxxxxxxx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Option Shares: [*] Public Offering Price per Firm Share: [*] Public Offering Price per Option Share: [*] Underwriting Discount per Firm Share: [*] Underwriting Discount per Option Share: [*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties 33 EXHIBIT A Form of Representative’s Warrant 34 EXHIBIT B Form of Lock-Up Agreement 35 EXHIBIT C Form of Press Release

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO 1847 XXXXXXXX INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesTHINKEQUITY A Division of Fordham Financial Management, LLC Inc. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer 1847 XXXXXXXX INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead SecuritiesThinkEquity, LLC a division of Fordham Financial Management, Inc. TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount Non-accountable expense allowance per Option Share: $[*●] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxx Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx Xxxxx Xxxxxxxx Xxxx Xxxxxxxx Leonite Capital LLC 1847 Xxxxxxxx Holdco Inc. 1847 Holdings LLC EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF 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 TO PURCHASE COMMON STOCK 1847 XXXXXXXX INC. 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 “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 Xxxxxxxx Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Lock-Up Agreement EXHIBIT C Form Common Stock, par value $0.0001 per share, of Press Releasethe 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, ZEROSPO Libera Gaming Operations, Inc. By: Name: Yxxxxx Xxxxx Txxxxxxx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC [*] [*] TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Option Shares: [*] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: $[*] Underwriting Discount per Firm Share: $[*] Underwriting Discount per Option Share: $[*] Non-Accountable Expense Allowance per Firm Share: $[*] Non-Accountable Expense Allowance per Option Share: $[*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties Directors and Officers [*] Shareholders [*] EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement 33 EXHIBIT C Form of Press Release

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO TAPINATOR, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesTHINKEQUITY A Division of Fordham Financial Management, LLC Inc. By: Name: Kxxxx Xxxxx Xxxx Xxxx Title: Chief Executive Officer Head of Investment Banking [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased (including Firm Shares and Warrants) Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securitiesfor Option Shares Number of Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised for Option Warrants ThinkEquity, LLC a division of Fordham Financial Management, Inc. . TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: [*•] Number of Option Shares: [*•] Number of Option Warrants: [•] Public Offering Price per Firm ShareUnit: $[*] Public Offering Price per Option Share: [*•] Underwriting Discount per Firm ShareUnit: $[*•] Underwriting Discount per Option Share: [*] Non-Accountable Expense Allowance accountable expense allowance per Firm ShareUnit: $[*•] Non-Accountable Expense Allowance Proceeds to Company per Option Share: Firm Unit (before expenses): $[*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Officers and Directors Xxxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxx Xxxxxxx Xxxxxx-Famaian Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx 5% Holders Xxxxxxx Xxxxx Schedule 4 EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK TAPINATOR, INC. Warrant Shares: _______ Initial Exercise Date: ______, 20[__] 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 ____, 20[__] (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 TAPINATOR, INC., a Delaware corporation (the “Company”), up to ______ shares of Lock-Up Agreement EXHIBIT C Form Common Stock, par value $0.001 per share, of Press Releasethe Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO MAIA Biotechnology, Inc. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, THINKEQUITY LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [Signature Page] [ISSUER] - Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead Securities, ThinkEquity LLC [•] [•] TOTAL [*•] [*•] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*•] Number of Option Shares: [*•] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*•] Underwriting Discount per Firm Share: $[*•] Underwriting Discount Non-accountable expense allowance per Option Share: $[*•] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties [•] EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK MAIA BIOTECHNOLOGY, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2022 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2022 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MAIA Biotechnology, Inc., a Delaware corporation (the “Company”), up to ______ shares of Lock-Up Agreement EXHIBIT C Form Common Stock, par value $0.0001 per share, of Press Releasethe Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO STAFFING 360 SOLUTIONS, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesTHINKEQUITY A Division of Fordham Financial Management, LLC Inc. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead SecuritiesThinkEquity, LLC a division of Fordham Financial Management, Inc. . TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*•] Number of Option Shares: [*•] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*•] Underwriting Discount per Firm Share: $[*•] Underwriting Discount Non-accountable expense allowance per Option Share: $[*•] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press ReleaseOfficers: • Bxxxxxx Xxxxx; • Dxxxx Xxxxxx; and • Axxxxx Xxxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO MGO Global Inc. By: Name: Yxxxxx Mxxxxxxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Option Shares: [*] Public Offering Price per Firm Share: [*] Public Offering Price per Option Share: [*] Underwriting Discount per Firm Share: [*] Underwriting Discount per Option Share: [*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press Release

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO INTENSITY THERAPEUTICS, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesXXXX CAPITAL PARTNERS, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer INTENSITY THERAPEUTICS, INC. – Underwriting Agreement SCHEDULE 1 Underwriter Underwriters Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead SecuritiesXxxx Capital Partners, LLC [ ] [ ] The Benchmark Company, LLC [ ] [ ] TOTAL [*[ ] [*[ ] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount Proceeds to Company per Option Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus filed on November 24, 2021. Issuer Free Writing Prospectus filed on December 16, 2021. Issuer Free Writing Prospectus filed on January 7, 2022. Issuer Free Writing Prospectus filed on April 20, 2022. Issuer Free Writing Prospectus filed on September ,2022. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press ReleaseXxxxx X. Xxxxxx Xx. Xxx X. Walters Xxxxxxx Xxxx Xxxx Xxxxxxxxxx Xxxxxxx 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, ZEROSPO MUSCLE MAKER, INC. By: Name: Yxxxxx Mxxxxxx X. Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesALEXANDER CAPITAL, LLC L.P. By: [Name: Kxxxx Xxxxx ] [Title: Chief Executive Officer ] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead SecuritiesAlexander Capital, LLC L.P. TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount Non-accountable expense allowance per Option Share: $[*●] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Directors & Officers: Kxxxx Xxxxx Mxxxxxx X. Xxxxx Kxxxxxx Xxxxxx Fxxxxxxxx Gxxxxxxxxx Xxxxx Infantee Nxxx XxXxxxxx A.X. Xxxxxxxx III Pxxx X. Xxxxxxx Jxxx Xxxxxxx Pxxxx X. Xxxxxxxxx Oxxxxxxxx Xxxxxxxxxxx Stockholders: P. John, LLC Jxxx Xxxxxxx SCHEDULE 4 Subsidiaries and Affiliates EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) [__________] OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF [__________] OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS ONE (1) YEAR FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT C Form [ ] Shares of Press ReleaseCommon Stock of MUSCLE MAKER, INC.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO RVeloCITY, Inc. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*●] Public Offering Price per Option Share: $[*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option Share: $[*●] Non-Accountable Expense Allowance per Firm Share: $[*●] Non-Accountable Expense Allowance per Option Share: $[*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [●] SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties None. EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press Release_________, 2023 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Irvine, CA 92618

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO PLASMATECH BIOPHARMACEUTICALS, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC AEGIS CAPITAL CORP. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [COMPANY] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares Securities to be Purchased Number of Additional Option Shares Securities to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead Securities, LLC Aegis Capital Corp. TOTAL [*] [*] Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm SharesSecurities: [*•] Number of shares of Common Stock underlying the Firm Securities: [•] Number of Warrants underlying the Firm Securities: [•] Number of Option SharesSecurities: [*•] Number of shares of Common Stock underlying the Option Securities: [•] Number of Warrants underlying the Option Securities: [•] Warrant exercise price: [•] Public Offering Price per Firm ShareSecurity: $[*] Public Offering Price per Option Share: [*•] Underwriting Discount per Firm ShareSecurity: $[*•] Underwriting Discount per Option Share: [*] Non-Accountable Expense Allowance accountable expense allowance per Firm ShareSecurity: $[*•] Non-Accountable Expense Allowance Proceeds to Company per Option Share: Security (before expenses): $[*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE [None.] Sch. 2-C Written Testing-the-Waters Communications 1 SCHEDULE 3 List of Lock-Up Parties Sch. 3-1 EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT C Form [_____] Shares of Press ReleaseCommon Stock of PLASMATECH BIOPHARMACEUTICALS, 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, ZEROSPO SUPERCOM LTD. By: ____________________ Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC AEGIS CAPITAL CORP. By: ____________________ Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead Securities, LLC Aegis Capital Corp. TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*•] Number of Option Shares: [*•] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*•] Underwriting Discount per Firm Share: $[*•] Underwriting Discount Non-accountable expense allowance per Option Share: $[*•] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Ordinary Shares Form of Lock-Up Agreement EXHIBIT C Form [•], 0000 Xxxxx Capital Corp. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with SuperCom Ltd., a company formed under the laws of Press ReleaseIsrael (the “Company”), providing for the public offering (the “Public Offering”) of ordinary shares, NIS 0.25 par value per share, of the Company (the “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO DATCHAT, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesEX XXXXXX, division of Benchmark Investments, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer DatChat, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased Number of Additional Option Shares Units to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead Securities, LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: [*] Number of Option SharesUnits: [*] Public Offering Price per Firm ShareUnit: [*] Public Offering Price per Option Share: [*] Underwriting Discount per Firm ShareUnit: [*] Underwriting Discount Proceeds to Company per Option Share: [*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*] Unit (before expenses): SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press ReleaseProspectuses

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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 usus as of the date first above written. Very truly yours, ZEROSPO TC BIOPHARM (HOLDINGS) PLC By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesEX XXXXXX, division of Benchmark Investments, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares and Firm Warrants to be Purchased Number of Additional Option Shares and Option Warrants to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead SecuritiesEX Xxxxxx, division of Benchmark Investments, LLC [●] [●] TOTAL [*●] [*●] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*__] Number of Firm Warrants: [__] Number of Option Shares: [*__] Number of Option Warrants: [__] Public Offering Price per Firm ShareSecurity: $[*__] Public Offering Price per Option ShareSecurity: $[*__] Underwriting Discount per Firm ShareSecurity: $[*__] Underwriting Discount per Option ShareSecurity: $[*__] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Security (before expenses): $[*__] Non-Accountable Expense Allowance Proceeds to Company per Option Share: Security (before expenses): $[*__] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press ReleaseParties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO QSAM BIOSCIENCES, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, THINKEQUITY LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares Securities to be Purchased Total Number of Additional Option Shares Securities to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead Securities, Underwriter Firm Shares Firm Pre-Funded Warrants Firm Warrants Option Shares Option Pre-Funded Warrants Option Warrants ThinkEquity LLC TOTAL [*] [*] Total Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Firm Pre-Funded Warrants: [●] Number of Firm Warrants: [●] Number of Option Shares: up to [*●] Number of Option Pre-Funded Warrants: up to [●] Number of Option Warrants: up to [●] Public Offering Price per Firm Share: $[*●] Public Offering Price per Option ShareFirm Pre-Funded Warrant: $[*●] Public Offering Price per Firm Warrant: $[●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option ShareFirm Pre-Funded Warrant: $[*●] Underwriting Discount per Firm Warrant: $[●] Underwriting Non-Accountable Expense Allowance accountable expense allowance per Firm Share: $[*●] Underwriting Non-Accountable Expense Allowance accountable expense allowance per Option ShareFirm Pre-Funded Warrant: $[ ] Underwriting Non-accountable expense allowance per Firm Warrant: $[ ] Proceeds to Company per Firm Share (before expenses): $[*●] Proceeds to Company per Firm Pre-Funded Warrant (before expenses): $[●] Proceeds to Company per Firm Warrant (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of LockParties subject to 180 day lock-Up Agreement EXHIBIT C Form of Press Releaseup

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, ZEROSPO BRANCHOUT FOOD INC. By: Name: Yxxxxx Exxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesALEXANDER CAPITAL, LLC L.P. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer Jxxxxxxx Xxxxxx Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Alexander Capital, L.P. [●] [165,000] Spartan Capital Securities, LLC [●] 0 TOTAL [*1,100,000] [*165,000] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*1,100,000] Number of Option Shares: [*165,000] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount Non-accountable expense allowance per Option Share: $[*●] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Directors & Officers: Exxx Xxxxx Dxxxxxx Xxxxx Jxxx Xxxxxxxx Dxxxx Xxxxxx Gxxx Xxxxxxxxxx [●] Stockholders: Exxx Xxxxx Dxxxx Xxxxxx [●] EXHIBIT A Form of Representative’s Warrant A-1 EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form [__], 2023 Alexander Capital, L.P., as Representative 10 Xxxxx Xxxxxx New York, New York 10004 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of Press Releasethe several Underwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with BranchOut Food Inc., a Nevada corporation (the “Company”), providing for the initial public offering (the “Initial Public Offering”) by the several underwriters named in [ ] of the Underwriting Agreement of shares of common stock, par value $0.001 per share, of the Company (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Representative to continue its efforts in connection with the Initial Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending 360 days after the date of the final prospectus (the “Prospectus”) relating to the Initial Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO PishPosh, Inc. By: Name: Yxxxxx Xxxxx Jxxxx Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC [●] [●] TOTAL [*●] [*●] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*●] Public Offering Price per Option Share: $[*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option Share: $[*●] Non-Accountable Expense Allowance per Firm Share: $[*●] Non-Accountable Expense Allowance per Option Share: $[*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [●] SCHEDULE 2-C Written Testing-the-Waters Communications [●] SCHEDULE 3 List of Lock-Up Parties No. Name SHARES OWNED PERCENTAGE OWNED 1 Dxx Xxxxxxxxx 1,149,306 32.81 % 2 Axxx Xxxxxxxx’an (a.k.a. Axxxx Xxx) 900,507 25.70 % 3 Jxxxx Xxxxxx 0 0 % 4 Cxxxx (Cxxxxxx) Bxxxxxxx 165,093 4.71 % 5 Exxx Xxxxx 0 0 % 6 Mxxxxxxx (Mxxx) Kxxx 60,034 1.71 % 7 Pxxxxxx Xxxxx 0 0 % 8 Vxxxxx Xxxxxx 0 0 % EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 202[●] (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF BOUSTEAD SECURITIES, LLC. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2022. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 202_. COMMON STOCK PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT C Form [●] Shares of Press ReleaseCommon Stock of

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO Calibercos Inc. By: Name: Yxxxxx Xxxxx Jxxx X. Xxxxxxxx, XX Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Revere Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Revere Securities, LLC [*] [*] TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Option Shares: [*] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: $[*] Underwriting Discount per Firm Share: $[*] Underwriting Discount per Option Share: $[*] Non-Accountable Expense Allowance per Firm Share: $[*] Non-Accountable Expense Allowance per Option Share: $[*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Lock-Up Agreement 32 EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press Release

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO FAT BRANDS INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesTHINKEQUITY A Division of Fordham Financial Management, LLC Inc. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Additional Option Firm Warrants to be Purchased Number of Optional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead SecuritiesNumber of Optional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, LLC a division of Fordham Financial Management, Inc. TOTAL [*] [*] Schedule 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [*•] Number of Firm Warrants: [•] Number of Option Shares: [*•] Number of Option Warrants: [•] Public Offering Price per Firm Shareone Share and [•] Warrant: $[*] Public Offering Price per Option Share: [*•] Underwriting Discount per Firm ShareShare and [•] Warrant: $[*•] Underwriting Discount Proceeds to Company per Option Share: Share and Warrant (before expenses): $[*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-B SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule 2-C SCHEDULE 3 List of Lock-Up Parties [•] Schedule 3 EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK FAT BRANDS INC. Warrant Shares: _______ Initial Exercise Date: ______, 2020 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from FAT Brands Inc., a Delaware corporation (the “Company”), up to ______ shares of Lock-Up Agreement EXHIBIT C Form Common Stock, par value $0.0001 per share, of Press Releasethe 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, ZEROSPO Turbo Energy, S.A. By: Name: Yxxxxx Xxxxxxx Xxxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Kxxxx Xxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Option Shares: [*] Public Offering Price per Firm Share: [*] $ Public Offering Price per Option Share: [*] $ Underwriting Discount per Firm Share: [*] $ Underwriting Discount per Option Share: [*] $ Non-Accountable Expense Allowance per Firm Share: [*] $ Non-Accountable Expense Allowance per Option Share: [*] $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 202[●] (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF BOUSTEAD SECURITIES, LLC. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2023 (THE DATE OF ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, [●], 202_ (THE DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT OF SALES OF SHARES IN THE OFFERING). WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES For the Purchase of Lock-Up Agreement EXHIBIT C Form [●] Shares of Press ReleaseAmerican Depositary Shares Representing [●] Common Shares of Turbo Energy, S.A.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO Catasys, Inc. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesXXXXXX XXXXXX & CO., LLC LLC. By: Name: Kxxxx Xxxxx Xxxx Xxxx Title: Chief Executive Officer Head of Investment Banking/Underwritings CATASYS, INC. - UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead SecuritiesXxxxxx Xxxxxx & Co., LLC LLC. TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*•] Number of Option Shares: [*•] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*•] Underwriting Discount per Firm Share: $[*•] Underwriting Discount Non-accountable expense allowance per Option Share: $[*•] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxx Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxx Xxxxxxx Xxxxxxx X. Xxxxxx EXHIBIT A Form WARRANT TO PURCHASE COMMON STOCK CATASYS, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2018 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and 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 5:00 p.m. (New York time) on the date that is five (5) years following the effective date of Representative’s the registration statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Catasys, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Warrant EXHIBIT B Form Shares”), as subject to adjustment hereunder. The purchase price of Lock-Up Agreement EXHIBIT C Form one share of Press ReleaseCommon 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 compliance, or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed 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 and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO Pixie Dust Technologies, Inc. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Kxxxx Xxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC TOTAL [*[ •] [*[ •] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*•] Number of Option Shares: [*•] Public Offering Price per Firm Share: [*•] Public Offering Price per Option Share: [*•] Underwriting Discount per Firm Share: [*•] Underwriting Discount per Option Share: [*•] Non-Accountable Expense Allowance per Firm Share: [*•] Non-Accountable Expense Allowance per Option Share: [*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [•] SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties 37 EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement 39 EXHIBIT C Form of Press Release

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO Metros Development Co., Ltd. By: Name: Yxxxxx Xxxxx Yxxxxxxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, Loop Capital Markets LLC By: Name: Kxxxx Xxxxx Sxxxxx Xxxxxxx Title: Chief Executive Officer Partner – Head of Corporate Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, Loop Capital Markets LLC [*] [*] TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Option Shares: [*] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: $[*] Underwriting Discount per Firm Share: $[*] Underwriting Discount per Option Share: [*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: $[*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties Directors and Officers [*] Shareholders [*] EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press ReleaseLock-Up Agreement [*], 2024 Loop Capital Markets LLC 400 Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 0000 Chicago, Illinois 60605 Re: Proposed Public Offering by Metros Development Co., Ltd. Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) 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 or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (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, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO BIOCEPT, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC AEGIS CAPITAL CORP. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [COMPANY] – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead Securities, LLC Aegis Capital Corp. TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*—] Number of Option Shares: [*—] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*—] Underwriting Discount per Firm Share: $[*—] Underwriting Discount Non-accountable expense allowance per Option Share: $[*—] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*—] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement [Incorporated by reference from Exhibit 4.2] EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form [—], 0000 Xxxxx Capital Corp. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Biocept, Inc., a Delaware corporation (the “Company”), and Aegis Capital Corp. (“Aegis”), as representative of Press Releasea group of underwriters (collectively, the “Underwriters”), to be named therein, and the other parties thereto (if any), relating to the proposed initial public offering (the “Offering”) of shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, and in light of the benefits that the Offering of the Common Stock will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on and including the date of this Agreement through and including the date that is the 180th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of Aegis, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owed or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Stock. If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its stockholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its stockholders after the initial public offering date. If the undersigned is an officer or director of the Company, (i) Aegis agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Aegis will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Aegis hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. The restrictions set forth in the immediately preceding paragraph shall not apply to:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, ZEROSPO GENPREX, INC. By: Name: Yxxxxx Xxxxx J. Xxxxxx Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule Underwriter: NETWORK 1 hereto: Boustead SecuritiesFINANCIAL SECURITIES, LLC INC. By: Name: Kxxxx Xxxxx X. Xxxxxxxxxx Title: Chief Executive Officer Director of Investment Banking SCHEDULE 1 Underwriter Total Underwriter: Number of Firm Shares Securities to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Placed: Network 1 Financial Securities, LLC TOTAL Inc. [*] [*] [*] [*] [*] TOTAL: [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Option SharesSecurities: [*] Public Offering Purchase Price per Firm Share: [*] Public Offering Price per Option Share: $[*] Underwriting Discount (7%) per Firm Share: $[*] Underwriting Discount Advisory Fee (1.5%) per Option Share: $[*] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: Share (before expenses): $[*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A [Form of RepresentativeSubscription Agreement] EXHIBIT B [Form of Underwriter’s Warrant EXHIBIT B Form Agreement] THE REGISTERED HOLDER OF THIS PURCHASE WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE CLOSING DATE OF THE OFFERING (DEFINED BELOW) TO ANYONE OTHER THAN (I) NETWORK 1 FINANCIAL SECURITIES, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF NETWORK 1 FINANCIAL SECURITIES, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS SIX MONTHS FROM THE CLOSING DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS FROM THE CLOSING DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT C Form [ ] Shares of Press ReleaseCommon Stock of GENPREX, INC.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO Metros Development Co., Ltd. By: Name: Yxxxxx Xxxxx Yxxxxxxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC [*] [*] TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Option Shares: [*] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: $[*] Underwriting Discount per Firm Share: $[*] Underwriting Discount per Option Share: $[*] Non-Accountable Expense Allowance per Firm Share: $[*] Non-Accountable Expense Allowance per Option Share: $[*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties Directors and Officers [*] Shareholders [*] EXHIBIT A Form of Representative’s Warrant 33 EXHIBIT B Form of Lock-Up Agreement EXHIBIT C 34 Form of Press ReleaseLock-Up Agreement [*], 2023 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Irvine, CA 92618 Re: Proposed Public Offering by Metros Development Co., Ltd. Ladies and Gentlemen: The undersigned, a stockholder of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Boustead Securities, LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities on the Nasdaq Stock Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) 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 or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The undersigned consents to having a physical certificate of his or her or its common shares printed on the date hereof and sent to an escrow agent where such certificate will be held until the Lock-Up Period has expired. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (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, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO Fxxxxx Corporation By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: Boustead Revere Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer R.X. Xxxxxxxx & Co., Inc. By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Revere Securities, LLC R.X. Xxxxxxxx & Co., Inc. Killara Securities Pty Limited Aurora Borealis Investment Services Limited TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*●] Public Offering Price per Option Share: $[*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option Share: $[*●] Non-Accountable accountable Expense Allowance per Firm Share: $[*●] Non-Accountable accountable Expense Allowance per Option Share: $[*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [●] SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties None EXHIBIT A Form Representatives’ Warrants THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) REVERE SECURITIES, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ALEXANDER CAPITAL LP OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE OF COMMENCMENT OF SALES OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF COMMENCMENT OF SALES OF THE OFFERING]. ORDINARY SHARES PURCHASE WARRANT For the Purchase of Representative’s Warrant EXHIBIT B Form [●] Shares of Lock-Up Agreement EXHIBIT C Form Ordinary Shares of Press ReleaseFXXXXX 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, ZEROSPO CRYOPORT, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC AEGIS CAPITAL CORP. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer CRYOPORT, INC. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares Securities to be Purchased Number of Additional Option Shares Securities to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC Aegis Capital Corp. TOTAL [*] [*] Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm SharesSecurities: [*•] Number of Option SharesSecurities: [*•] Public Offering Price per Firm ShareSecurity: $[*] Public Offering Price per Option Share: [*•] Underwriting Discount per Firm Share: $[*•] Underwriting Discount Non-accountable expense allowance per Option Share: $[*•] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*•] Non-Accountable Expense Allowance per Option Share: [*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties Rxxxxxx X. Xxxxxx Rxxxxxxx Xxxxxxxx Rxxxxxx X. Xxxxxxxx Jxxxxxx X. Xxxxxxx Rxxxxx X. Xxxxxxxxxxx Exxxxx X. Xxxxxxxx EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE, OR 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 FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT C Form [•] Shares of Press ReleaseCommon Stock of CRYOPORT, 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, ZEROSPO Accustem Sciences, Inc. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, THINKEQUITY LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead Securities, ThinkEquity LLC . TOTAL [*] [*] Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount Non-accountable expense allowance per Option Share: $[*●] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Sch. 3-1 EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [____________, 2023] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [__________, 2027] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK ACCUSTEM SCIENCES, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2023 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2016 (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 Accustem Sciences, Inc., a Delaware corporation (the “Company”), up to ______ shares of Lock-Up Agreement EXHIBIT C Form Common Stock, par value $0.001 per share, of Press Releasethe Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO RIT TECHNOLOGIES LTD By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC AEGIS CAPITAL CORP. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer RiT Technologies Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares Securities to be Purchased Number of Additional Option Shares Securities to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC Aegis Capital Corp. TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*•] Number of Option Additional Shares: [*•] Number of Firm Warrants: [•] Number of Additional Warrants: [•] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*•] Underwriting Discount per Firm Share: $[*•] Underwriting Discount Non-accountable expense allowance per Option Share: $[*•] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxxxxx Moti Hania Xxxx Xxxxx Assaf Xxxxxxx Xxxx Shar Xxxx Xxxx STINS XXXXX Incorporated Invencom Technologies Ltd. EXHIBIT A Form of Warrant EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT B C Form of Lock-Up Agreement EXHIBIT C Form of Press ReleaseAgreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, ZEROSPO LASER PHOTONICS CORPORATION By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Xxxxxxx 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: Boustead SecuritiesALEXANDER CAPITAL, LLC L.P. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer Xxxxxxxx Xxxxxx Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead SecuritiesAlexander Capital, LLC L.P. [●] TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount Non-accountable expense allowance per Option Share: $[*●] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press Release3

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO ALDEYRA THERAPEUTICS, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC AEGIS CAPITAL CORP. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer ALDEYRA THERAPEUTICS, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead Securities, LLC Aegis Capital Corp. TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*•] Number of Option Shares: [*•] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*•] Underwriting Discount per Firm Share: $[*•] Underwriting Discount Non-accountable expense allowance per Option Share: $[*•] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Xxxxxx X. Xxxxxx Xxxx X. Xxxxxxx Xxxxx Xxxxx Investments, LLC Xxxx X. Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxx Xxxxxx Domain Associates LLC Xxxx Xxxxx Domain Partners VI, L.P. DP VI Associates, X.X. Xxxxxxx & Xxxxxxx Development Corporation Square 1 Bank EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press ReleaseAgreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO Know Labs, Inc. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*●] Public Offering Price per Option Share: $[*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option Share: $[*●] Non-Accountable accountable Expense Allowance per Firm Share: $[*●] Non-Accountable accountable Expense Allowance per Option Share: $[*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties [●] EXHIBIT A Form of Representative’s Warrant 33 EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form Lock-Up Agreement September ______, 2022 Boustead Securities, LLC (the “Representative”) 6 Venture, Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a holder of Press Releasecommon stock, par value $0.001 (“Common Stock”), or rights to acquire Common Stock, of Know Labs, Inc. (the “Company”) understands that you, as Representative of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the public offering (the “Public Offering”) by the several Underwriters named a schedule to the Underwriting Agreement (the “Underwriters”), of shares of Common Stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to enter into the Underwriting Agreement and to proceed with the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees for the benefit of the Company, you and the other Underwriters that, without the prior written consent of the Representative on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending six months after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock, any 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 (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO ALTAMIRA THERAPEUTICS LTD. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, THINKEQUITY LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Additional Firm Pre-Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, Number of Option Pre-Funded Warrants to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Firm Pre-Funded warrants: [ ] Number of Option Shares: [*●] Number of Option Pre-Funded Warrants: [ ] Public Offering Price per Firm Share: $[*●] Public Offering Price per Option SharePre-Funded Warrant: [*[ ] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option SharePre-Funded Warrant: [ ] Proceeds to Company per Share (before expenses): $[*●] NonProceeds to Company per Pre-Accountable Expense Allowance per Firm ShareFunded Warrants: [*] Non-Accountable Expense Allowance per Option Share: [*[ ] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form PRE-FUNDED COMMON SHARE PURCHASE WARRANT ALTAMIRA THERAPEUTICS LTD. Warrant Shares: _______ Issue Date: ____, 2023 THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received,_________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Altamira Therapeutics Ltd., an exempted company limited by shares incorporated in Bermuda (the “Company”), up to ________ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of Representative’s one Common Share under this Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press Releaseshall 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, ZEROSPO STRONG GLOBAL ENTERTAINMENT, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer BALLANTYNE STRONG, INC. By: Name: Title: STRONG/MDI SCREEN SYSTEMS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, THINKEQUITY LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [ISSUER] – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead Securities, ThinkEquity LLC . TOTAL [*] [*] Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Number of Representative’s Warrants: [●] Firm Share Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount Non-accountable expense allowance per Option Share: $[*●] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press ReleaseBallantyne Strong, Inc. Strong/MDI Screen Systems, Inc. Mxxx X. Xxxxxxxx Txxx X. Major Rxx X. Xxxxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO 1347 PROPERTY INSURANCE HOLDINGS, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC AEGIS CAPITAL CORP By: Name: Kxxxx Xxxxx Title: Chief Executive Officer 1347 Property Insurance Holdings, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead SecuritiesAegis Capital Corp EarlyBirdCapital, LLC Inc. TOTAL [*] [*] Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [*•] Number of Option Shares: [*•] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*•] Underwriting Discount per Firm Share: $[*•] Underwriting Discount Non-accountable expense allowance per Option Share: $[*•] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus filed with the SEC on January 21, 2014. SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Sch. 3-1 EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT C Form [_____] Shares of Press ReleaseCommon Stock of 1347 PROPERTY INSURANCE HOLDINGS, INC.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO Wearable Devices Ltd. By: Name: Yxxxxx Xxxxx Xxxxx Title: Chief Executive Officer CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, THINKEQUITY LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [Signature Page] [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Additional Firm Pre-Funded Warrants to be Purchased Total Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, Total Number of Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL [*] [*] Schedule 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Firm Pre-Funded Warrants: [●] Number of Option Shares: [*●] Number of Option Pre-Funded Warrants: [●] Public Offering Price per Firm Share: $[*●] Public Offering Price per Option SharePre-Funded Warrant: [*●] Pre-Funded Warrant Exercise Price: $[●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option SharePre-Funded Warrant: $[*●] NonProceeds to Company per Share (before expenses): $[●] Proceeds to Company per Pre-Accountable Expense Allowance per Firm ShareFunded Warrants: $[*●] Non-Accountable Expense Allowance per Option Share: [*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form ThinkEquity LLC [●], 2024 00 Xxxxx Xxxxxx, 41st Floor New York, NY 10004 As Representative of Press Releasethe several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that ThinkEquity LLC (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Wearable Devices Ltd., an Israeli company (the “Company”), providing for the public offering (the “Public Offering”) of ordinary shares of the Company, par value NIS 0.01 per share (the “Ordinary Shares”). To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending 90 days after the date of the Underwriting Agreement relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO TOP WEALTH GROUP HOLDING LIMITED By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, PACIFIC CENTURY SECURITIES LLC By: Name: Kxxxx Xxxxx Xxxxxxx Xxx Title: Chief Executive Officer [Signature Page] TOP WEALTH GROUP HOLDING LIMITED. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Pacific Century Securities LLC Revere Securities, LLC TOTAL [*] [*] 2,000,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] 2,000,000 Number of Option Shares: [*300,000 ] Public Offering Price per Firm Share: [*] $ 5.00 Public Offering Price per Option Share: [*] $ 5.00 Underwriting Discount per Firm Share: [*] $ 0.35 Underwriting Discount per Option Share: [*] Non-$ 0.35 Accountable Expense Allowance per Firm Share: $ [*250,000 ] Non-Accountable accountable Expense Allowance per Option Share: [*] N/A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Locked-up Parties Ordinary Shares Beneficially Owned Lock-Up Agreement EXHIBIT C Form of Press ReleasePeriod 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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO EYEGATE PHARMACEUTICALS, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC AEGIS CAPITAL CORP. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer Eyegate Pharmaceuticals, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead SecuritiesAegis Capital Corp. Chardan Capital Markets, LLC TOTAL [*] [*] Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [*•] Number of Option Shares: [*•] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*•] Underwriting Discount per Firm Share: $[*•] Underwriting Discount Non-accountable expense allowance per Option Share: $[*•] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Sxxxxxx From Mxxxxxx Xxxxx Pxxx Xxxxxx Mxxxxx Xxxxxxxx Pxxxxxx Xxxx Txxxxx Xxxxxxx Txxxxx X. Xxxxxxx Bxxxxxx Xxxxxxx-Camine Mxxxxx Xxxxxx Ventech SA Innoven Partenaires S.A. Natixis Private Equity EXHIBIT A Form of Representative’s Underwriters’ Warrant EXHIBIT B Form Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP., CHARDAN CAPITAL MARKETS, LLC OR AN UNDERWRITER OR A SELECTED DEALER PARTICIPATING IN THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP., CHARDAN CAPITAL MARKETS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT C Form [_____] Shares of Press ReleaseCommon Stock of EYEGATE PHARMACEUTICALS, 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, ZEROSPO CANCER GENETICS, INC. By: Name: Yxxxxx Xxxxx Panna Sharma Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC AEGIS CAPITAL CORP. By: Name: Kxxxx Xxxxx XxXxxxx Title: Chief Executive Compliance Officer CANCER GENETICS, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead SecuritiesAegis Capital Corp Feltl and Company, LLC Inc. TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*—] Number of Option Shares: [*—] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*—] Underwriting Discount per Firm Share: $[*—] Underwriting Discount Non-accountable expense allowance per Option Share: $[*—] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*—] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties None. EXHIBIT A Form of RepresentativePress Release CANCER GENETICS, INC. [Date] Cancer Genetics, Inc. (the “Company”) announced today that Aegis Capital Corp., acting as representative for the underwriters in the Company’s Warrant EXHIBIT B Form recent public offering of Lockshares of the Company’s common stock, is [waiving] [releasing] a lock-Up Agreement EXHIBIT C Form up restriction with respect to shares of Press Releasethe Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO Actelis Networks, Inc. By: Name: Yxxxxx Xxxxx Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Kxxxx Xxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC 3,750,000 562,500 TOTAL [*] [*] 3,750,000 562,500 SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] 3,750,000 Number of Option Shares: [*] 562,500 Public Offering Price per Firm Share: [*] $4.00 Public Offering Price per Option Share: [*] $4.00 Underwriting Discount per Firm Share: [*] $0.28 Underwriting Discount per Option Share: [*] $0.28 Non-Accountable Expense Allowance per Firm Share: [*] $0.03 Non-Accountable Expense Allowance per Option Share: [*] $0.03 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press ReleaseParties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO AMERICAN CARESOURCE HOLDINGS, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC AEGIS CAPITAL CORP. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Number of Number of Additional Additional Warrants Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Firm Series A Total Number of Purchased if Over- Over-Allotment Units to be Firm Series B Units Allotment Option is Option is Fully Underwriter Purchased to be Purchased Fully Exercised Boustead Securities, LLC TOTAL [*] [*] Exercised Aegis Capital Corp. SCHEDULE 2-A Pricing Information Number of Firm Series A Units: Number of Firm Series B Units: Number of Additional Shares: [*] Number of Option SharesAdditional Warrants: [*] Public Offering Price per Firm ShareSecurity: [*] Public Offering Price per Option Share: [*] Underwriting Discount per Firm ShareSecurity: [*] $ Proceeds to Company per Firm Security (before expenses): $ Underwriting Discount per Option Share: [*] Non-Accountable Expense Allowance accountable expense allowance per Firm ShareSecurity: [*] Non-Accountable Expense Allowance per Option Share: [*] $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free writing prospectuses filed with the SEC on October 21, 2015 and [ ● ], 2015 SCHEDULE 2-C Written TestingX Xxxxxxx Xxxxxxx-thexxx-Waters Communications Xxxxxx Xxxxxxxxxxxxxx Xxxx SCHEDULE 3 List of Lock-Up Parties Jxxx Xxxxxxxxx Nxxxxx Xxxxxxx Jxxxx X. Xxxx Axxx X. Xxxxxx Exxxxx X. Xxxxxx Mxxx X. Xxxx Mxxxxxx X. Xxxxxx Gxxxxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with American CareSource Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of Press Releaseshares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO Calibercos Inc. By: Name: Yxxxxx Xxxxx Jxxx X. Xxxxxxxx, XX Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: Boustead Revere Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer Spartan Capital Securities LLC By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Revere Securities, LLC [*] [*] Spartan Capital Securities LLC [*] [*] TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Option Shares: [*] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: $[*] Underwriting Discount per Firm Share: $[*] Underwriting Discount per Option Share: $[*] Non-Accountable Expense Allowance per Firm Share: $[*] Non-Accountable Expense Allowance per Option Share: $[*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Lock-Up Agreement 32 EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press Release

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly 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, ZEROSPO BRANCHOUT FOOD INC. By: Name: Yxxxxx Exxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesALEXANDER CAPITAL, LLC L.P. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer Jxxxxxxx Xxxxxx Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead SecuritiesAlexander Capital, LLC L.P. [●] [●] TOTAL [*●] [*●] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount Non-accountable expense allowance per Option Share: $[*●] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press Release2.7

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO ANNOVIS BIO, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesTHINKEQUITY A Division of Fordham Financial Management, LLC Inc. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [ISSUER] – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead SecuritiesThinkEquity, LLC a division of Fordham Financial Management, Inc. . TOTAL [*] [*] Sch.1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [*·] Number of Option Shares: [*·] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*·] Underwriting Discount per Firm Share: $[*·] Underwriting Discount Non-accountable expense allowance per Option Share: $[*·] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*·] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch.2-1 SCHEDULE 3 List of Lock-Up Parties [To be completed by the Company.] Sch.3-1 EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF THE UNDERWRITING AGREEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ].(1) VOID AFTER 5:00 P.M., EASTERN TIME, [ ].(2) WARRANT TO PURCHASE COMMON STOCK ANNOVIS BIO, INC. Warrant Shares: Initial Exercise Date: , 2020(3) THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after , 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date (such date, the “Termination Date”) that is five (5) years following the date of Lock-Up the Underwriting Agreement EXHIBIT C Form (as defined below), but not thereafter, to subscribe for and purchase from Annovis Bio, Inc., a Delaware corporation (the “Company”), up to shares of Press ReleaseCommon Stock(4), par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO GLOBEIMMUNE, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC AEGIS CAPITAL CORP. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [SIGNATURE PAGE] GLOBEIMMUNE, INC. - UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead Securities, LLC Aegis Capital Corp. TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*—] Number of Option Shares: [*—] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*—] Underwriting Discount per Firm Share: (for Firm Shares sold to existing Company stockholders): $[*—] Underwriting Discount per Option Share: Share (for all other Shares): $[*—] Non-Accountable Expense Allowance Proceeds to Company per Share (before expenses for Firm Share: Shares sold to existing Company stockholders): $[*—] Non-Accountable Expense Allowance Proceeds to Company per Option Share: Share (before expenses for all other Shares): $[*—] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [—] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Sch. 3-1 EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form Dated as of Press Release, 2014 Aegis Capital Corp. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with GlobeImmune, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.001 per share, of the Company (the “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO KARAT PACKAGING INC. By: Name: Yxxxxx Xxxxx Title: Axxx Xx, Chief Executive Officer Confirmed as of Accepted on the date first written above mentionedwritten. NATIONAL SECURITIES CORPORATION, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer Jxxxxxxx X. Xxxx, EVP – Head of Investment Banking SCHEDULE 1 Name of Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, National Securities Corporation [•] Loop Capital Markets LLC TOTAL [*•] [*] 5,000,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Option Shares: [*] Public Offering Price per Firm Share: [*] Public Offering Price per Option Share: [*] Underwriting Discount per Firm Share: [*] Underwriting Discount per Option Share: [*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*] SCHEDULE 2-B Issuer General Use 2 Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT Exhibit A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form National Securities Corporation 200 Xxxxx Xxxxxx, 25th Floor New York, New York 10281 Re: Karat Packaging Inc. – Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as the representative (the “Representative”) of Press Releasethe several underwriters named therein, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Karat Packaging Inc., a Delaware corporation (the “Company”), relating to a proposed offering (the “Offering”) of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the foregoing, and in order to induce you to participate in the Offering, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representative (which consent may be withheld in its sole discretion), the undersigned will not, during the period (the “Lock-Up Period”) beginning on the date hereof and ending on, but including, the date 180 days after the effective date of the registration statement relating to the Offering, 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 any shares of Common Stock or other capital stock or any securities convertible into or exercisable or exchangeable for Common Stock or other capital stock, 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 Common Stock or other capital stock or any securities convertible into or exercisable or exchangeable for Common Stock or other capital stock, whether any transaction described in any of the foregoing is to be settled by delivery of Common Stock or other capital stock, other securities, in cash or otherwise, or publicly announce an intention to do any of the foregoing. Notwithstanding the foregoing, the restrictions set forth in the above shall not apply to (a) (i) transfers of Common Stock as a bona fide gift or gifts, (ii) transfers or dispositions of the undersigned’s Common Stock to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (iii) transfers or dispositions of the undersigned’s Common Stock to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned, (iv) transfers or dispositions of the undersigned’s Common Stock by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (v) distributions of the undersigned’s Common Stock to partners, members or stockholders of the undersigned, and (vi) transfers to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned; provided that in the case of any transfer or distribution pursuant to clause (i), (ii), (iii), (iv), (v) or (vi), each transferee, donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this letter agreement (this “Agreement”), (b) the acquisition or exercise of any stock option issued pursuant to the Company’s existing equity incentive plan, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned, provided that the underlying shares of Common Stock shall continue to be subject to the restrictions on transfer set forth in this Agreement, or (c) the purchase or sale of the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Furthermore, notwithstanding the restrictions imposed by this Agreement, the undersigned may, without the prior written consent of the Representative (i) establish a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for the transfer of Common Stock, provided that such plan does not provide for any transfers of Common Stock during the Lock-Up Period, (ii) transfer to the Company shares of Common Stock (A) pursuant to any contractual arrangement that provides the Company with an option to repurchase such shares of Common Stock in connection with the termination of the undersigned’s employment or other service relationship with the Company or (B) upon a vesting event of any equity award granted under any stock incentive plan or stock purchase plan of the Company, provided that any filing under Section 16 of the Exchange Act with regard to (A) or (B) shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described above, and (iii) transfer or dispose of Common Stock by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or other court order, provided that the recipient of such shares of Common Stock shall execute and deliver to the Representative a lock-up letter in the form of this Agreement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO Esports Technologies, Inc. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*●] Public Offering Price per Option Share: $[*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option Share: $[*●] Non-Accountable Expense Allowance per Firm Share: $[*●] Non-Accountable Expense Allowance per Option Share: $[*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [●] SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties None EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press Release

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO TOWERSTREAM CORPORATION By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesXXXXXX XXXXXX & CO., LLC LLC. By: Name: Kxxxx Xxxxx Xxxx Xxxx Title: Chief Executive Officer Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Additional Firm Preferred Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Option Shares and Option Warrants to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead SecuritiesXxxxxx Xxxxxx & Co., LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*•] Number of Firm Preferred Shares: [•] Number of Option Shares: [*•] Number of Option Warrants: [•] Public Offering Price per Firm Share: $[*•] Public Offering Price per Option Firm Warrant: $[•] Public Offering Price per Firm Preferred Share: $[*•] Underwriting Discount per Firm ShareSecurity: $[*•] Underwriting Discount per Option Share: [*] Non-Accountable Expense Allowance accountable expense allowance per Firm ShareSecurity: $[*•] Non-Accountable Expense Allowance Proceeds to Company per Option Share: Firm Security (before expenses): $[*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxx Xxxxxx Xxxxxx Xxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxx, M.D. Xxxx Xxxxxxx Xxxxxxx X. Xxxx Xxxxxx XxxXxxx HS Contrarian Investments, LLC EXHIBIT A Form of Representative’s Warrant EXHIBIT B Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) XXXXXX XXXXXX & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF XXXXXX XXXXXX & CO., LLC 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 THREE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK TOWERSTREAM CORPORATION Warrant Shares: _______ Initial Exercise Date: ______, 2018 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2018 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is three (3) years following the effective date of the registration statement on Form S-1 (File No. 333-219024) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Towerstream Corporation, a Delaware corporation (the “Company”), up to ______ shares of Lock-Up Agreement EXHIBIT C Form Common Stock, par value $0.001 per share, of Press Releasethe Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO GEE GROUP INC. By: Name: Yxxxxx Xxxxx X. Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesTHINKEQUITY A Division of Fordham Financial Management, LLC Inc. By: Name: Kxxxx Xxxxx Xxxx Xxxx Title: Chief Executive Officer Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead SecuritiesThinkEquity, LLC a division of Fordham Financial Management, Inc. TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*•] Number of Option Shares: [*•] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*•] Underwriting Discount per Firm Share: $[*•] Underwriting Discount Proceeds to Company per Option Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated March 31, 2021 SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press Release3

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, ZEROSPO HF Enterprises Inc. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC Aegis Capital Corp. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total TotalNumber ofFirm Sharesto bePurchased Number of Firm AdditionalOption Shares to be Purchased Number of Additional Option Shares to be Purchased bePurchased if the Over- Over-Allotment Option is Fully isFully Exercised Boustead SecuritiesAegis Capital Corp. WestPark Capital, LLC Inc. TOTAL [*] [*] 2,600,000 390,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [*2,600,000] Number of Option Shares: [*390,000] Public Offering Price per Firm Share: [*●] Public Offering Price per Option Share: [*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option Share: $[*●] Non-Accountable Expense Allowance per Firm Share: $[*●] Non-Accountable Expense Allowance per Option Share: $[*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press Release

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO CNS PHARMACEUTICALS, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesBENCHMARK COMPANY, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead SecuritiesBENCHMARK COMPANY, LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: [*●] Public Offering Price per Option Share: [*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option Share: $[*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [●] SCHEDULE 2-C Written Testing-the-Waters Communications [_] SCHEDULE 3 List of Lock-Up Parties [__] EXHIBIT A Form of Representative’s Warrant Underwriters’ Warrants EXHIBIT B Form of Lock-Up Agreement 37 EXHIBIT C Form of Press ReleaseRelease [COMPANY] [Date] CNS Pharmaceuticals, Inc. (the “Company”) announced today that Benchmark Company, LLC, acting as representative for the underwriters in the Company’s recent public offering of _______ common shares of the Company, are [waiving] [releasing] a lock-up restriction with respect to _________ common shares of the Company held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the common shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter Agreement shall constitute a binding agreement between us. Very truly yours, ZEROSPO VOCODIA HOLDINGS CORP By: Name: Yxxxxx Xxxxx Title: Xxxxxxx Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesALEXANDER CAPITAL, LLC L.P. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer Xxxxxxxx Xxxxxx Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares Securities to be Purchased Number of Additional Option Shares Units to be Purchased if the Over- Allotment Option is Fully Exercised Boustead SecuritiesAlexander Capital, LLC L.P. [1,000,000 ] [150,000 ] TOTAL [*1,000,000 ] [*150,000 ] SCHEDULE 2-A Pricing Information Number of Firm SharesSecurities: [*1,000,000] Number of Option SharesSecurities: [*150,000] Public Offering Price per Firm ShareUnit: $[*] Public Offering Price per Option Share: [*●] Underwriting Discount per Firm ShareUnit: $[*●] Underwriting Discount per Option Share: [*] Non-Accountable Expense Allowance accountable expense allowance per Firm ShareUnit: $[*●] Non-Accountable Expense Allowance Proceeds to Company per Option Share: Unit (before expenses): $[*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Parties2 Directors & Officers: Xxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxx Xxx X. Xxxxxx 2 SRFC to update/confirm. EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form [●], 2024 Alexander Capital, L.P., as Representative 00 Xxxxx Xxxxxx, 5th Floor New York, New York 10004 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of Press Releasethe several Underwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Vocodia Holdings Corp, a Wyoming corporation (the “Company”), providing for the initial public offering (the “Initial Public Offering”) by the several underwriters named in Schedule 1 of the Underwriting Agreement of units (the “Units”), with each Unit consisting of one share (the “Share”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), one Series A Warrant to purchase one Share and on Series B Warrant to purchase one Share (together, the “Warrants”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Representative to continue its efforts in connection with the Initial Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Prospectus”) relating to the Initial Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO ANNOVIS BIO, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesTHINKEQUITY A Division of Fordham Financial Management, LLC Inc. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [ISSUER] – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead SecuritiesThinkEquity, LLC a division of Fordham Financial Management, Inc. . TOTAL [*] [*] Sch.1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [*·] Number of Option Shares: [*·] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*·] Underwriting Discount per Firm Share: $[*·] Underwriting Discount Non-accountable expense allowance per Option Share: $[*·] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*·] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch.2-1 SCHEDULE 3 List of Lock-Up Parties [To be completed by the Company.] Sch.3-1 EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF THE UNDERWRITING AGREEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ].(1) VOID AFTER 5:00 P.M., EASTERN TIME, [ ].(2) WARRANT TO PURCHASE COMMON STOCK ANNOVIS BIO, INC. Warrant Shares: Initial Exercise Date: , 2020(3) THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after , 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date (such date, the “Termination Date”) that is five (5) years following the effective date of Lock-Up Agreement EXHIBIT C Form the offering, but not thereafter, to subscribe for and purchase from Annovis Bio, Inc., a Delaware corporation (the “Company”), up to shares of Press ReleaseCommon Stock(4), 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, ZEROSPO SCORPIUS HOLDINGS, INC. By: ___________________________ Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, THINKEQUITY LLC By: ___________________________ Name: Kxxxx Xxxxx Xxxx Xxxx Title: Chief Executive Officer Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Additional Firm Pre-Funded Warrants to be Purchased Total Number of Option Shares to be Purchased if the Over- Allotment Total Number of Option is Fully Exercised Boustead Securities, Pre-Funded Warrants to be Purchased ThinkEquity LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*_] Number of Firm Pre-Funded Warrants: [_] Number of Option Shares: [*•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share: $[*_] Public Offering Price per Option SharePre-Funded Warrant: $[*_] Underwriting Discount per Firm Share: $[*_] Underwriting Discount per Option SharePre-Funded Warrant: $[*_] NonProceeds to Company per Share (before expenses): $[_] Proceeds to Company per Pre-Accountable Expense Allowance per Firm Share: Funded Warrant (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*_] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [Free writing prospectus filed with the Commission on [•], 2024./ None] SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press ReleaseOfficers and Directors and Affiliates:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, ZEROSPO Asset Entities Inc. By: Name: Yxxxxx Xxxxx Xxxxxx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*●] Public Offering Price per Option Share: $[*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option Share: $[*●] Non-Accountable accountable Expense Allowance per Firm Share: $[*●] Non-Accountable accountable Expense Allowance per Option Share: $[*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [●] SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties None EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form 34 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS PROVIDED HEREIN AND IN THE UNDERWRITING AGREEMENT BETWEEN BOUSTEAD SECURITIES, LLC AND ASSET ENTITIES INC., DATED AS OF [●] (THE “UNDERWRITING AGREEMENT”), AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2022 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC OR A MEMBER OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC. (“FINRA”) PARTICIPATING IN THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER OF SUCH OFFERING AS CONSIDERATION (THE “OFFERING”), OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE OF BOUSTEAD SECURITIES, LLC, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, THE UNDERWRITING AGREEMENT, AND IN ACCORDANCE WITH FINRA RULE 5110(E)(1). COMMON STOCK PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT C Form [●] Shares of Press ReleaseCommon Stock of Asset Entities Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO OS Therapies Incorporated By: Name: Yxxxxx Xxxxx Xxxx X. Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Kxxxx Xxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*●] Public Offering Price per Option Share: $[*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option Share: $[*●] Non-Accountable accountable Expense Allowance per Firm Share: $[*●] Non-Accountable accountable Expense Allowance per Option Share: $[*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [●] SCHEDULE 2-C Written Testing-the-Waters Communications None SCHEDULE 3 List of Lock-Up Parties [●] 34 EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press ReleaseAgreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO SNOW LAKE RESOURCES LTD. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, THINKEQUITY LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [SNOW LAKE– Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead Securities, ThinkEquity LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount Non-accountable expense allowance per Option Share: $[*●] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxx Xxxxx Xxxxxxx Xxxx Xxxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx Nova Minerals Ltd. 2789501 Ontario Ltd. EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON SHARES SNOW LAKE RESOURCES LTD. Warrant Shares: _______ Initial Exercise Date: ______, 2022 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 ____, 2022 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Snow Lake Resources Ltd., a Manitoba corporation (the “Company”), up to ______ common shares, no par value, of Lock-Up Agreement EXHIBIT C Form the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of Press Releaseone share of Common Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO NANO DIMENSION LTD. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesTHINKEQUITY A Division of Fordham Financial Management, LLC Inc. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead Securitiesby the Representative ThinkEquity, LLC TOTAL a division of Fordham Financial Management, Inc. [*____] [*____] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*____] Number of Option Shares: [*____] Public Offering Price per Firm ShareADS: $[*] Public Offering Price per Option Share: [*____] Underwriting Discount per Firm ShareADS: $[*____] Underwriting Discount Proceeds to Company per Option Share: ADS (before expenses): $[*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*____] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Xxxx Xxxxxxx Xxxxx Xxxxxxx-Fried Xxxx Xxxx Xxxxx Xxxxx Xxxx Xxxxxxxxx Xxxxxxxxxxx Xxxxx Xxxx Xxxxx Xxxx Xxxxx Xxxx Xxxxxxx Xx. Xxxx Xxxxxx EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF THE EFFECTIVENESS OF THE REGISTRATION STATEMENT TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE DATE OF THE EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF THE EFFECTIVENESS OF THE REGISTRATION STATEMENT]. WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES NANO DIMENSION LTD. Warrant Shares: _______ Initial Exercise Date: ______, 2020 THIS WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the date of Lock-Up Agreement EXHIBIT C Form the effectiveness of Press Releasethe Registration Statement (as defined below) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nano Dimension, a company organized under the laws of the State of Israel (the “Company”), up to [●] American Depositary Shares (“ADSs”), each ADS representing fifty ordinary shares, par value NIS 0.1 per share (the “Ordinary Shares”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO FLY-E GROUP, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesTHE BENCHMARK COMPANY, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer Signature Page Fly E-Group, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead SecuritiesThe Benchmark Company, LLC [●] [●] [●] [●] TOTAL [*●] [*●] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $ [*●] Public Offering Price per Option Share: $ [*●] Underwriting Discount per Firm Share: $ [*●] Underwriting Discount per Option Share: $ [*●] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $ [*●] Non-Accountable Expense Allowance Proceeds to Company per Option Share: Share (before expenses): $ [*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press ReleaseParties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO EPWK Holdings Ltd. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Revere Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Revere Securities, LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*●] Public Offering Price per Option Share: $[*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option Share: $[*●] Non-Accountable accountable Expense Allowance per Firm Share: $[*●] Non-Accountable accountable Expense Allowance per Option Share: $[*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [●] SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties None EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form Warrants THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF COMMENCEMENT OF SALES OF THE OFFERINGS TO ANYONE OTHER THAN (I) REVERE SECURITIES, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF REVERE SECURITIES, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [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]. ORDINARY SHARE PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT C Form [●] Class A Ordinary Shares of Press ReleaseEPWK HOLDINGS LTD.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO Perfect Moment Ltd. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, ThinkEquity LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead Securities, ThinkEquity LLC . Xxxxxxx & Company (UK) Ltd. TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount Non-accountable expense allowance per Option Share: $[*●] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement [See Exhibit 4.2 to this Registration Statement on Form S-1] EXHIBIT B Form of Lock-Up Agreement [See Exhibit 10.45 to this Registration Statement on Form S-1] EXHIBIT C Form of Press ReleaseRelease PERFECT MOMENT LTD. [Date] PERFECT MOMENT LTD. (the “Company”) announced today that ThinkEquity LLC, acting as representative for the underwriters in the Company’s recent public offering of _______ shares of the Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended. EXHIBIT D Form of Opinion of Counsel

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO EXPION360 INC. By: Name: Yxxxxx Xxxxx Xxxx Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesALEXANDER CAPITAL, LLC LP By: :___________________ Name: Kxxxx Xxxxx Xxxxxxxx Xxxxxx Title: Chief Executive Officer Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead SecuritiesAlexander Capital, LLC LP. TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*•] Number of Option Shares: [*•] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*•] Underwriting Discount per Firm Share: $[*•] Underwriting Discount Proceeds to Company per Option Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties [•] EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form Lock-Up Agreement [ ], 2022 Alexander Capital, LP 00 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned understands that Xxxxxxx Investment Company, LLC (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Expion360 Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates the “Company”), providing for the initial public offering (the “Public Offering”) of common stock, no par value per share, of the Company (the “Common Stock”). To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending on the date which is 180 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 Stock or any 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 (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the undersigned or a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of Common Stock upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Stock issued under an equity incentive plan of the Company or an employment or consulting arrangement (the “Plan Shares”) or the transfer of Common Stock or any securities convertible into Common Stock to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within 180 days after the date of the Underwriting Agreement, and after such 180th day, if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Stock during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was in connection with a “cashless” or “net exercise” of the security or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Stock during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (1) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (2) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the conversion of the outstanding preferred stock of the Company into Common Stock, provided that such Common Stock remain subject to the terms of this agreement; (j) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (k) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Stock involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (k) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date hereof to and including the 34th day following the expiration of the Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period has expired. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by March 31, 2022, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Delivery of a signed copy of this lock-up agreement by facsimile, electronic signature or e-mail/.pdf transmission shall be effective as the delivery of the original hereof. This lock-up agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, (Name - Please Print) (Signature) (Name of Signatory, in the case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: ____________________________________ ____________________________________ ____________________________________ [SIGNATURE PAGE TO EXPION360 INC. LOCK-UP AGREEMENT] EXHIBIT C Form of Press ReleaseRelease EXPION360 INC. [Date] Expion360 Inc. (the “Company”) announced today that Xxxxxxx Investment Company, LLC, acting as representative for the underwriters in the Company’s recent public offering of _______ shares of the Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO HF Enterprises Inc. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesWestPark Capital, LLC Inc. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total TotalNumber ofFirm Sharesto bePurchased Number of Firm AdditionalOption Shares to be Purchased Number of Additional Option Shares to be Purchased bePurchased if the Over- Over-Allotment Option is Fully isFully Exercised Boustead SecuritiesWestPark Capital, LLC Inc. TOTAL [*] [*] 2,600,000 390,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [*2,600,000] Number of Option Shares: [*390,000] Public Offering Price per Firm Share: [*●] Public Offering Price per Option Share: [*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option Share: $[*●] Non-Accountable Expense Allowance per Firm Share: $[*●] Non-Accountable Expense Allowance per Option Share: $[*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press Release

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, ZEROSPO TOP WEALTH GROUP HOLDING LIMITED By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesREVERE SECURITIES, LLC By: Name: Kxxxx Xxxxx Xxxxxxx Xxxxxx Title: Chief Executive Officer Chairman TOP WEALTH GROUP HOLDING LIMITED. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Revere Securities, LLC 2,000,000 TOTAL [*] [*] 2,000,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] 2,000,000 Number of Option Shares: [*300,000] Public Offering Price per Firm Share: [*] $5.00 Public Offering Price per Option Share: [*] $5.00 Underwriting Discount per Firm Share: [*] $0.35 Underwriting Discount per Option Share: [*] Non-$0.35 Accountable Expense Allowance per Firm Share: [*] (Total): $250,000 Non-Accountable accountable Expense Allowance per Option Share: [*] N/A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Locked-up Parties Ordinary Shares Beneficially Owned Lock-Up Agreement EXHIBIT C Form of Press ReleasePeriod 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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO NANO DIMENSION LTD. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesTHINKEQUITY A Division of Fordham Financial Management, LLC Inc. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased from the Company Number of Additional Firm Warrants to be Purchased from the Company Number of Option Shares to be Purchased if the Over- Allotment Option to Purchase additional Shares is Fully Exercised Boustead SecuritiesNumber of Option Warrants to be Purchased if the Option to Purchase additional Warrants is Fully Exercised ThinkEquity, LLC TOTAL [*] [*] a division of Fordham Financial Management, Inc. Total SCHEDULE 2-A Pricing Information Number of Firm Shares: [*____] Number of Firm Warrants: [____] Number of Option Shares: [*____] Number of Option Warrants: [____] Public Offering Price per Firm ShareADS: $[*___] Public Offering Price per Option ShareWarrant: $[*___] Warrant Exercise Price: $0.0001 Underwriting Discount per ADS: $[___] Underwriting Discount per Firm ShareWarrant: $[*____] Underwriting Discount Proceeds to Company per Option Share: ADS (before expenses): $[*___]) Proceeds to Company per Warrant (before expenses): $[___] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*] The terms of the Warrants set forth on Exhibit A are incorporated by reference herein SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Xxxx Xxxxxxx Xxxxx Xxxxxxx-Fried Xxxx Xxxx Xxxxx Xxxxx Xxxx Xxxxxxxxx Xxxxxxxxxxx Xxxxx Xxxx Xxxxx Xxxx Xxxxx Xxxx Xxxxxxx Xx. Xxxx Xxxxxx EXHIBIT A Form of Representative’s Pre-Funded Warrant EXHIBIT B Form Agreement PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES NANO DIMENSION LTD. Warrant No.: __________ Issue Date: __________, 2020 Number of LockAmerican Depositary Shares: ________________ THIS PRE-Up Agreement EXHIBIT C Form FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY 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 the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Nano Dimension Ltd., an Israeli limited company (the “Company”), up to ______ Ordinary Shares, no par value (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”)), represented by _____________ American Depositary Share (“ADSs”), each 50 Ordinary Shares representing one ADS, as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of Press Releaseone Warrant ADS 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, ZEROSPO SCORPIUS HOLDINGS, INC. By: _______________________________ Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, THINKEQUITY LLC By: __________________________ Name: Kxxxx Xxxxx Xxxx Xxxx Title: Chief Executive Officer Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased Total Number of Additional Firm Pre-Funded Units to be Purchased Total Number of Option Shares to be Purchased if the Over- Allotment Total Number of Option is Fully Exercised Boustead Securities, Pre-Funded Warrants to be Purchased Total Number of Option Common Warrants to be Purchased ThinkEquity LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: [*_] Number of Firm Pre-Funded Units: [_] Number of Option Shares: [*_] Number of Option Pre-Funded Warrants: [_] Number of Option Common Warrants: [_] Public Offering Price per Firm ShareUnit: $[*_] Public Offering Price per Option SharePre-Funded Unit: $[*_] Underwriting Discount per Firm ShareUnit: $[*_] Underwriting Discount per Option ShareFirm Pre-Funded Unit: $[*_] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Unit (before expenses): $[*_] NonProceeds to Company per Firm Pre-Accountable Expense Allowance per Option Share: Funded Unit (before expenses): $[*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press Release_]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO INNOVATION BEVERAGE GROUP LIMITEDBy: By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesTHE BENCHMARK COMPANY, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased Number of Additional Option Shares Securities to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead SecuritiesThe Benchmark Company, LLC LLC. TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Units: [_____] Number of Firm Shares: [*_____] Number of Firm Warrants: [_____] Number of Option Shares: [*_____] Number of Option Warrants: [_____] Public Offering Price per Firm ShareUnit: $[*_____] Public Offering Price per Option Share: $[*_____] Public Offering Price per Option Warrant: $[_____] Underwriting Discount per Firm ShareUnit: $[*_____] Underwriting Discount per Option Share: $[*_____] Non-Accountable Expense Allowance Underwriting Discount per Option Warrant: $[_____] Proceeds to Company per Firm Share: Unit (before expenses): $[*_____] Non-Accountable Expense Allowance Proceeds to Company per Option Share: Share (before expenses): $[*_____] Proceeds to Company per Option Warrant (before expenses): $[_____] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press ReleaseParties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO TOP SHIPS, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC AEGIS CAPITAL CORP. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead Securities, LLC TOTAL [*] [*] Aegis Capital Corp Company Shares Firm Shares SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Option Additional Shares: [*] Public Offering Price per Firm Share: [*] Public Offering Price per Option Share: [*] Underwriting Discount per Firm Share: [*] Underwriting Discount Non-accountable expense allowance per Option Share: [*] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*] Share (before other expenses): SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties SCHEDULE 4 Time Charters Vessel S406 S407 S418 S419 S414 S417 EXHIBIT A Form of Representative’s Warrant Agreement Reference is made to Exhibit 4.1 to the Registration Statement on Form F-1 (File Number 333-194690) of Top Ships Inc., which is incorporated by reference. Exhibit A EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form Aegis Capital Corp. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Top Ships, Inc., a Xxxxxxxx Islands corporation (the “Company”), providing for the public offering (the “Public Offering”) of Press ReleaseCommon Shares, no par value per share, of the Company (the “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Option Shares: [*] Public Offering Price per Firm Share: [*] Public Offering Price per Option Share: [*] Underwriting Discount per Firm Share: [*] Underwriting Discount per Option Share: [*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up up Agreement EXHIBIT C Form of Press Release___________, 2023 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Irvine, CA 92618

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO SILYNXCOM LTD. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, THINKEQUITY LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SILYNXCOM LTD. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased from the Company Number of Additional Option Shares to be Purchased if the Over- Allotment Over-allotment Option is Fully Exercised Boustead Securities, ThinkEquity LLC TOTAL [*●] [*●] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: [*●] Public Offering Price per Option Share: [*●] Underwriting Discount per Firm Share: [*●] Underwriting Discount per Option Share: [*●] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): [*●] Non-Accountable Expense Allowance Proceeds to Company per Option Share: Share (before expenses): [*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [●] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press ReleaseRelease Silynxcom Ltd. [Date] Silynxcom Ltd., a corporation formed under the laws of the State of Israel (the “Company”), announced today that ThinkEquity LLC, acting as representative for the underwriters in the Company’s recent public offering of _______ the Company’s ordinary shares, no par value per share (the “Ordinary Shares”), is [waiving] [releasing] a lock-up restriction with respect to _________ Ordinary Shares held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 2024, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO YAYYO, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC AEGIS CAPITAL CORP. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead SecuritiesAEGIS CAPITAL CORP. WESTPARK CAPITAL, LLC INC. TOTAL [*] [*] -30- SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: [*●] Public Offering Price per Option Share: [*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option Share: $[*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [●] SCHEDULE 2-C Written Testing-the-Waters Communications [_] -33- SCHEDULE 3 List of Lock-Up Parties [__] EXHIBIT A Form of Representative’s Warrant Underwriters’ Warrants -35- EXHIBIT B Form of Lock-Up Agreement Dated: _______________ Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as the representative (the “Representative”) of the several underwriters named therein, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with YayYo, Inc., a Delaware corporation (the “Company”), relating to a proposed offering of securities of the Company (the “Offering”) including shares of the common stock, par value $0.000001 per share (the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the foregoing, and in order to induce you to participate the Offering, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representative (which consent may be withheld in its sole discretion), the undersigned will not, during the period (the “Lock-Up Period”) beginning on the date hereof and ending on the date [30 days/60 days/180 days] after the date of the final prospectus relating to the Offering (the “Final Prospectus”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission in respect of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock (including without limitation, shares of Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for shares of Common Stock, or (4) publicly announce an intention to effect any transaction specified in clause (1), (2) or (3) above. Notwithstanding the foregoing, the restrictions set forth in clause (1) and (2) above shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in the open market after the completion of the Offering, (b) transfers (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, or (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (c) the acquisition or exercise of any stock option issued pursuant to the Company’s existing stock option plan or otherwise outstanding on the date hereof, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned, or (d) the establishment of any contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Securities Exchange Act of 1934 (the “Exchange Act”); provided, however, that no sales of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, shall be made pursuant to a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period (as the same may be extended pursuant to the provisions hereof); provided further, that the Company is not required to report the establishment of such Rule 10b5-1 Plan in any public report or filing with the Securities and Exchange Commission under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily effect any such public filing or report regarding such Rule 10b5-1 Plan, and (e) any demands or requests for, exercise any right with respect to, or take any action in preparation of, the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of the undersigned’s shares of Common Stock, provided that no transfer of the undersigned’s shares of Common Stock registered pursuant to the exercise of any such right and no registration statement shall be filed under the Securities Act with respect to any of the undersigned’s shares of Common Stock during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of shares of Common Stock even if such securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put option or put equivalent position or call option or call equivalent position) with respect to any of the shares of Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such shares. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar or depositary against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. If the undersigned is an officer or director of the Company, (i) 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 Common Shares, the Representative will notify the Company of the impending release or waiver, and (ii) the Company will agree in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Lock-Up Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. The undersigned understands that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the securities to be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. The undersigned irrevocably (i) submits to the jurisdiction of the Supreme Court of the State of New York, Borough of Manhattan and the United States District Court for the Southern District of New York, for the purpose of any suit, action, or other proceeding arising out of this Lock-Up Agreement (each a “Proceeding”), (ii) agrees that all claims in respect of any Proceeding may be heard and determined in any such court, (iii) waives, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (iv) agrees not to commence any Proceeding other than in such courts, and (v) waives, to the fullest extent permitted by law, any claim that such Proceeding is brought in an inconvenient forum. Very truly yours, Name: EXHIBIT C Form of Press ReleaseRelease [COMPANY] [Date] YayYo, Inc. (the “Company”) announced today that Aegis Capital Corp., acting as representative for the underwriters in the Company’s recent public offering of _______ common shares of the Company, are [waiving] [releasing] a lock-up restriction with respect to _________ common shares of the Company held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the common shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO T20 Holdings Ltd. By: Name: Yxxxxx Gxxxxxxx Xxxxx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesEX XXXXXX, division of Benchmark Investments, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead SecuritiesEX Xxxxxx, division of Benchmark Investments, LLC [●] [●] TOTAL [*●] [*●] SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*●] Public Offering Price per Option Share: $[*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option Share: $[*●] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*●] Non-Accountable Expense Allowance Proceeds to Company per Option Share: Share (before expenses): $[*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [LINK TO BE FILED TO BE INSERTED] SCHEDULE 2-C Written Testing-the-Waters Communications Communication [TO BE INSERTED] SCHEDULE 3 List of Lock-Up Parties [TO INCLUDE OFFICERS, DIRECTORS AND 10% HOLDERS] Name [●] EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR THE UNDERLYING SECURITIES NOT WILL THE WARRANT OR UNDERLYING SECURITIES BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE ECONOMIC DISPOSITION OF THE WARRANT OR UNDERLYING SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER, AFFILIATE OR ASSOCIATED PERSON OF EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. ORDINARY SHARES PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT C Form [__________] Ordinary Shares of Press ReleaseT20 Holdings Ltd.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO VUZIX CORPORATION By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC AEGIS CAPITAL CORP. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer vuzix Corporation – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC Aegis Capital Corp. TOTAL [*] [*] Underwriter Total Number of Firm Warrants to be Purchased Number of Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [*•] Number of Option Firm Warrants: [•] Number of Additional Warrants: [•] Number of Additional Shares: [*•] Warrant Exercise Price: $[•] Public Offering Price per Firm Share: $[*•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] Public Offering Price per Option ShareWarrant: $[*•] Underwriting Discount per Firm ShareWarrant: $[*•] Underwriting Discount Proceeds to Company per Option Share: Warrant (before expenses): $[*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 23-C Written Testing-the-Waters Communications SCHEDULE 3 A List of Lock-Up Parties Parties2 Pxxx Xxxxxxx Grant Rxxxxxx Xxxxxxx Lxx Xxxxxxx Sxxxx Xxxxxxxxx Ruchdaeschel Mxxxxxx XxXxxxxxx LC Capital Master Fund Ltd. Kopin Corporation Vast Technologies, Inc. SCHEDULE 3-B Lock-Up Issuances [●] shares to be issued to Vast Technologies, Inc. pursuant to [●] [●] shares to be issued to Kopin Corporation pursuant to [●] [●] shares to be issued to LC Capital Master Fund Ltd. pursuant to [●] [●] shares to be issued to Pxxx Xxxxxxx (Note Conversions and Deferred Compensation Payments) pursuant to [●] [●] shares to be issued to Gxxxx Xxxxxxx (Deferred Compensation) pursuant to [●] [●] shares to be issued to Hillair Capital Investments LP pursuant to [●] EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT C Form [_____] Shares of Press ReleaseCommon Stock of VUZIX CORPORATION

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO MARPAI, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesTHINKEQUITY A Division of Fordham Financial Management, LLC Inc. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer Marpai Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased bePurchased if the Over- Over-Allotment Option is Optionis Fully Exercised Boustead SecuritiesThinkEquity, LLC a division of Fordham Financial Management, Inc. TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*•] Number of Option Shares: [*•] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*•] Underwriting Discount per Firm Share: $[*•] Underwriting Discount Non-accountable expense allowance per Option Share: $[*•] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free writing prospectus filed with the Commission on [•], 2021. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties [Intentionally Omitted] EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [•] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [•] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK MARPAI, INC. Warrant Shares: _______ Initial Exercise Date: [•], 2022 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [•], 2022 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 Lock-Up Agreement EXHIBIT C Form class A common stock, par value $0.0001 per share, of Press Releasethe 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 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, ZEROSPO Primech Holdings Ltd. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead written. Spartan Capital Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Spartan Capital Securities, LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*●] Public Offering Price per Option Share: $[*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option Share: $[*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [●] SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant None EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press ReleaseAgreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO Reborn Coffee, Inc. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesXX XXXXXX, division of Benchmark Investments, LLC By: Name: Kxxxx Xxxxx Xxx Xxxxxxxxxx Title: Chief Executive Officer Supervisory Principal SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased Number of Additional Option Shares and Option Warrants to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead SecuritiesXX Xxxxxx, division of Benchmark Investments, LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: [*] Number of Option Shares: [*] Number of Option Warrants: Public Offering Price per Firm ShareUnit: [*] Public Offering Price per Option ShareShare and Option Warrant: [*] Underwriting Discount per Firm ShareUnit: [*] Underwriting Discount per Option ShareShare and Option Warrant: [*] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: [*] Non-Accountable Expense Allowance Unit (before expenses): Proceeds to Company per Option Share: [*] Share and Option Warrant (before expenses): SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Parties3 Xxx Xxx Xxxxx Xxxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxx Xxxxx Xxx Xxxxxx Xxx [Ki Xxx]4 ______________________ 3 NTD: subject to the inclusion of additional parties based on completed S-1 beneficial ownership table. 4 NTD: Ki Xxx is listed in the ownership table, but is not included elsewhere in the S-1. EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of Lock-Up Agreement EXHIBIT C Form [ ] Shares of Press ReleaseCommon Stock of Reborn Coffee, 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, ZEROSPO Know Labs, Inc. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer The Benchmark Company, LLC By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC [●] [●] The Benchmark Company [●] [●] TOTAL [*●] [*●] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*●] Public Offering Price per Option Share: $[*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option Share: $[*●] Non-Accountable accountable Expense Allowance per Firm Share: $[*●] Non-Accountable accountable Expense Allowance per Option Share: $[*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties Free Writing Prospectus filed September 19, 2023. EXHIBIT A Form of Representative’s Representatives’ Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form Lock-Up Agreement September ______, 2023 Boustead Securities, LLC 0 Xxxxxxx, Xxxxx 000 Irvine, CA 92618 The Benchmark Company LLC 000 X. 00xx Xxxxxx, 17th floor New York, NY 10155 As Representatives of Press Releasethe several Underwriters named on Schedule 1 of the Underwriting Agreement Ladies and Gentlemen: The undersigned, a holder of common stock, par value $0.001 (“Common Stock”), or rights to acquire Common Stock, of Know Labs, Inc. (the “Company”) understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the public offering (the “Public Offering”) by the several Underwriters named a schedule to the Underwriting Agreement (the “Underwriters”), of shares of Common Stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to enter into the Underwriting Agreement and to proceed with the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees for the benefit of the Company, you and the other Underwriters that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending six months after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock, any 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 (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO CITIUS PHARMACEUTICALS, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC AEGIS CAPITAL CORP. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead Aegis Capital Corp Xxxxxx Xxxxx Securities, LLC Inc. TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm SharesSecurities: [*•] Number of shares of Common Stock underlying the Firm Securities: [•] Number of Warrants Underlying the Firm Securities: [•] Number of Option SharesSecurities: [*•] Number of shares of Common Stock underlying the Option Securities: [•] Number of Warrants Underlying the Option Securities: [•] Warrant Exercise Price: [•] Public Offering Price per Firm ShareSecurity: $[*] Public Offering Price per Option Share: [*•] Underwriting Discount per Firm ShareSecurity: $[*•] Underwriting Discount per Option Share: [*] Non-Accountable Expense Allowance accountable expense allowance per Firm ShareSecurity: $[*•] Non-Accountable Expense Allowance Proceeds to Company per Option Share: Firm Security (before expenses): $[*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications Prospectus [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press ReleaseXxxxx 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 or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO SG BLOCKS, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesTHINKEQUITY A Division of Fordham Financial Management, LLC Inc. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Additional Firm Preferred Shares to be Purchased Total Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead SecuritiesThinkEquity, LLC a division of Fordham Financial Management, Inc. TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Firm Preferred Shares: [●] Number of Option Shares: [*●] Public Offering Price per Firm Share/Option Share: $[*●] Public Offering Price per Option Firm Preferred Share: [*] $1,000 Underwriting Discount per Firm Share: $[*●] Underwriting Discount Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus, dated December 9, 2019 SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press Release2.17 Litigation

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO FAT BRANDS INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesTHINKEQUITY A Division of Fordham Financial Management, LLC Inc. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Additional Option Firm Warrants to be Purchased Number of Optional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead SecuritiesNumber of Optional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, LLC a division of Fordham Financial Management, Inc. TOTAL [*] [*] Schedule 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [*•] Number of Firm Warrants: [•] Number of Option Shares: [*•] Number of Option Warrants: [•] Public Offering Price per Firm Shareone Share and five Warrants: $[*] Public Offering Price per Option Share: [*•] Underwriting Discount per Firm ShareShare and [•] Warrant: $[*•] Underwriting Discount Proceeds to Company per Option Share: Share and Warrant (before expenses): $[*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus filed with the Securities and Exchange Commission on June 25, 2020. Schedule 2-B SCHEDULE 2-C Written Testing-the-Waters Communications None. Schedule 2-C SCHEDULE 3 List of Lock-Up Parties Fog Cutter Capital Group Inc. Rxxxxxx Xxxxxxxxxx Rxx Xxx Gxxxx Xxxxxxxxx Sxxxxx Jxxxxx Dxxxxx Xxxxxxxxx Axxxxx Xxxxxxxxxx Exxxxx Xxxxx Jxxxx Xxxxxxxxx Schedule 3 EXHIBIT A A.1 Form of Representative’s Warrant EXHIBIT Agreement (8.25% Series B Form Cumulative Preferred 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 THREE HUNDRED AND SIXTY 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 360 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE 8.25% SERIES B CUMULATIVE PREFERRED STOCK FAT BRANDS INC. Warrant Securities: _______ 8.25% Series B Cumulative Preferred Stock Initial Exercise Date: ______, 2021 THIS WARRANT TO PURCHASE 8.25% SERIES B CUMULATIVE PREFERRED STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from FAT Brands Inc., a Delaware corporation (the “Company”), up to ______ shares of Lock-Up Agreement EXHIBIT C Form 8.25% Series B Cumulative Preferred Stock, par value $0.0001 per share(the “Warrant Securities”), as subject to adjustment hereunder. The purchase price of Press Releaseone share of Series B Preferred 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, ZEROSPO FAT BRANDS INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesTHINKEQUITY A Division of Fordham Financial Management, LLC Inc. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Additional Option Firm Warrants to be Purchased Number of Optional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead SecuritiesNumber of Optional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, LLC a division of Fordham Financial Management, Inc. TOTAL [*] [*] Schedule 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [*•] Number of Firm Warrants: [•] Number of Option Shares: [*•] Number of Option Warrants: [•] Public Offering Price per Firm Shareone Share and one Warrant: $[*] Public Offering Price per Option Share: [*•] Underwriting Discount per Firm ShareShare and [•] Warrant: $[*•] Underwriting Discount Proceeds to Company per Option Share: Share and Warrant (before expenses): $[*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus filed with the Securities and Exchange Commission on June 25, 2020. Schedule 2-B SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule 2-C SCHEDULE 3 List of Lock-Up Parties [•] Schedule 3 EXHIBIT A Form of Representative’s Warrant EXHIBIT Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF THREE HUNDRED AND SIXTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE 8.25% SERIES B Form CUMULATIVE PREFERRED STOCK AND COMMON STOCK WARRANTS FAT BRANDS INC. Warrant Securities: _______ 8.25% Series B Cumulative Preferred Stock; ___________ Common Stock Warrant Initial Exercise Date: ______, 2020 THIS WARRANT TO PURCHASE 8.25% SERIES B CUMULATIVE PREFERRED STOCK AND COMMON STOCK WARRANTS (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from FAT Brands Inc., a Delaware corporation (the “Company”), up to ______ shares of Lock-Up Agreement EXHIBIT C Form 8.25% Series B Cumulative Preferred Stock, par value $0.0001 per share, (the “Series B Preferred Stock”) and up to [__] warrants to purchase shares of Press ReleaseCommon Stock, par value $0.0001 per share, (the “Common Stock Warrants”) of the Company (the Series B Preferred Stock and Common Stock Warrants, collectively, the “Warrant Securities”), as subject to adjustment hereunder. The purchase price of one share of Series B Preferred Stock and one Common Stock Warrant 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, ZEROSPO STRONG GLOBAL ENTERTAINMENT, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer FG GROUP HOLDINGS, INC. By: Name: Title: STRONG/MDI SCREEN SYSTEMS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, THINKEQUITY LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [ISSUER] – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead Securities, ThinkEquity LLC . TOTAL [*] [*] Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Number of Representative’s Warrants: [●] Firm Share Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount Non-accountable expense allowance per Option Share: $[*●] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press ReleaseFG Group Holdings, Inc. Strong/MDI Screen Systems, Inc. Mxxx X. Xxxxxxxx Txxx X. Xxxxx Rxx X. Xxxxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO Metros Development Co., Ltd. By: Name: Yxxxxx Xxxxx Yxxxxxxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer EX Xxxxxx LLC By: Name: Sxx Xxxxxxxxxx Title: Supervisory Principal SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC [*] [*] EX Xxxxxx LLC [*] [*] TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Option Shares: [*] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: $[*] Underwriting Discount per Firm Share: $[*] Underwriting Discount per Option Share: $[*] Non-Accountable Expense Allowance per Firm Share: $[*] Non-Accountable Expense Allowance per Option Share: $[*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties Directors and Officers [*] Shareholders [*] EXHIBIT A Form of Representative’s Warrant Representatives’ Warrants EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form [*], 2023 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Irvine, CA 92618 Re: Proposed Public Offering by Metros Development Co., Ltd. Ladies and Gentlemen: The undersigned, a stockholder of Press ReleaseMetros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Boustead Securities, LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities on the Nasdaq Stock Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) 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 or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The undersigned consents to having a physical certificate of his or her or its common shares printed on the date hereof and sent to an escrow agent where such certificate will be held until the Lock-Up Period has expired. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (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, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO Signing Day Sports, Inc. By: Name: Yxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Kxxxx Xxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC [* ] [* ] TOTAL [** ] [** ] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Option Shares: [*] Public Offering Price per Firm Share: [*] Public Offering Price per Option Share: [*] Underwriting Discount per Firm Share: [*] Underwriting Discount per Option Share: [*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties 32 EXHIBIT A Form of Representative’s Warrant 33 EXHIBIT B Form of Lock-Up Agreement 34 EXHIBIT C Form of Press Release

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO Clip Interactive, LLC By: Name: Yxxxxx Xxxxx Xxxxxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesNETWORK 1 FINANCIAL SECURITIES, LLC INC. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer Xxxxxxxxxx Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares Common Stock to be Purchased Maximum Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Network 1 Financial Securities, LLC Inc. TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm SharesCommon Stock: [*] Number of Option Shares: [*] Public Offering Price per Firm ShareUnit: [*] Public Offering Price per Option Share: [*] $ Underwriting Discount per Firm ShareUnit: [*] $ Underwriting Discount per Option Share: [*] Non-Accountable Expense Allowance accountable expense allowance per Firm ShareUnit: [*] Non-Accountable Expense Allowance $ Proceeds to Company per Option Share: [*] Unit (before expenses): $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications Free Writing Prospectus, dated November __, 2019 SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Underwriter Warrant Agreement EXHIBIT B Form of Lock-Up Underwriter Warrant Agreement EXHIBIT C Form THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) [__________] OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF [__________] OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO 1. VOID AFTER 5:00 P.M., EASTERN TIME, 2. COMMON STOCK PURCHASE WARRANT For the Purchase of Press Release___________ Shares of Common Stock of Clip Interactive, 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, ZEROSPO MONSTER DIGITAL, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesAXIOM CAPITAL MANAGEMENT, LLC INC. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead SecuritiesNumber of Additional Option Warrants to be Purchased if the Over- Allotment Option is Fully Exercised AXIOM CAPITAL MANAGEMENT, LLC INC. WESTPARK CAPITAL INC. TOTAL [*] [*] Sch.1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [*•] Number of Firm Warrants: [•] Number of Option Shares: [*•] Number of Option Warrants: [•] Shares underlying each Firm Warrant or Option Warrant: One share of Common Stock Public Offering Price per combination of one Firm ShareShare and one Firm Warrant: $[*•] Public Offering (of which $[•] is allocated for each Firm Share and $[•] is allocated for each Firm Warrant) Underwriting Discount per combination of one Firm Share and one Firm Warrant: $[•] Underwriting Non-accountable expense allowance per combination of one Firm Share and one Firm Warrant: $[•] Proceeds to Company per combination of one Firm Share and one Firm Warrant (before expenses): $[•] Price per Option Share: $[*•] Underwriting Discount Price per Firm ShareOption Warrant: $[*•] Underwriting Discount per Option Share: $[*•] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance Underwriting Discount per Option ShareWarrant: $[*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Underwriters’ Purchase Option Agreement EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form [•], 2016 Axiom Capital Management, Inc. 700 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Axiom Capital Management, Inc. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Monster Digital, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of Press Releasethe shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Shares”) and warrants to purchase shares of Common Stock (the “Warrants”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO GREENBOX POS By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesKINGSWOOD CAPITAL MARKETS, LLC division of Benchmark Investments, Inc. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer GreenBox POS – Underwriting Agreemen SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number Kingswood Capital Markets, division of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead SecuritiesBenchmark Investments, LLC Inc. TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*●] Public Offering Price per Option Share: $[*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option Share: $[*●] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*●] Non-Accountable Expense Allowance Proceeds to Company per Option Share: Share (before expenses): $[*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press Release3

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, ZEROSPO CYTOMED THERAPEUTICS LIMITED By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesTHE BENCHMARK COMPANY, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead SecuritiesThe Benchmark Company, LLC . TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount Non-accountable expense allowance per Option Share: $[*●] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties [●] EXHIBIT A Form of Representative’s Warrant EXHIBIT B Agreement (see attached) Form of Lock-Up Representative’s Warrant Agreement EXHIBIT C Form THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) 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 180 DAYS FROM THE COMMENCEMENT DATE OF SALES IN THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT DATE OF SALES IN THE OFFERING]. WARRANT TO PURCHASE ORDINARY SHARES CYTOMED THERAPEUTICS LIMITED Warrant Shares: _______ Initial Exercise Date: ______, 2023 THIS WARRANT TO PURCHASE ORDINARY 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 ____, 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 commencement date of Press Releasesales in the Offering (the “Termination Date”) but not thereafter, to subscribe for and purchase from CytoMed Therapeutics Limited, a public company limited by shares pursuant to the provisions of the Singapore Companies Act formed under the laws of the Republic of Singapore (the “Company”), up to ______ Ordinary Shares, no par value per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO PAXMEDICA, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesTHE BENCHMARK COMPANY, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead SecuritiesThe Benchmark Company, LLC [●] [●] TOTAL [*●] [*●] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*●] Public Offering Price per Option Share: $[*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option Share: $[*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free writing prospectus filed [●], 2020 SCHEDULE 2-C Written Testing-the-Waters Communications None SCHEDULE 3 List of Lock-Up Parties TardiMed Sciences, LLC Hxxxxx X. Xxxxxxx Jxxxxx Xxxxxxxx Mxxxxxx Xxxxx Zxxxxxx Rome Dxxxx Xxxxx, MD Kxxxx Xxxxx Kxxxx XxXxxxxxxx Pxxx X. Xxxxxx, Ph.D. Rxxxxx Apple 35 EXHIBIT A Form of Representative’s Warrant Warrants 36 EXHIBIT B Form of Lock-Up Agreement 37 EXHIBIT C Form of Press ReleaseRelease [COMPANY] [Date] PaxMedica, Inc. (the “Company”) announced today that The Benchmark Company, LLC, acting as representative for the underwriters in the Company’s recent public offering of _______ shares of common stock of the Company, are [waiving] [releasing] a lock-up restriction with respect to _________ shares of common stock of the Company held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares of common stock may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO TOP SHIPS, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC AEGIS CAPITAL CORP. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead Securities, LLC TOTAL [*] [*] Number of Firm Warrants to be Purchased Number of Additional Warrants to be Purchased if Over- allotment Option is Fully Exercised Aegis Capital Corp Company Shares Company Warrants SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Option Firm Warrants: Number of Additional Shares: [*] Number of Additional Warrants: Public Offering Price per Firm Share: [*] Public Offering Price per Option ShareWarrant: [*] Underwriting Discount per Firm Share: [*] Underwriting Discount per Option Warrant: Underwriting Non-accountable expense allowance per Share: [*] Underwriting Non-Accountable Expense Allowance accountable expense allowance per Firm ShareWarrant: [*] Non-Accountable Expense Allowance Proceeds to Company per Option Share: [*] Share (before other expenses): Proceeds to Company per Warrant (before other expenses): SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications May 14, 2014 [June , 2014] SCHEDULE 3 List of Lock-Up Parties Xxxxxxxxx X. Xxxxxxxxx Vangelis X. Xxxxxxxx Xxxxxxxxxx Xxxxxxxx Xxxxxxxx X. Xxxxxxxxxx Xxxxxxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxxx SCHEDULE 4 Time Charters Vessel S406 S407 S418 S419 S414 S417 SCHEDULE 5 Top Tanker Management Inc. Top Tankers (U.K.) Limited Helidona Shipping Company Limited Gramos Shipping Company Inc. Vermio Shipping Company Limited Xxxxx Shipping Company Inc. Mytikas Shipping Company Limited Litochoro Shipping Company Limited Falakro Shipping Company Limited Pageon Shipping Company Limited Vardousia Shipping Company Limited Psiloritis Shipping Company Limited Parnon Shipping Company Limited Menalo Shipping Company Limited Pintos Shipping Company Limited Pylio Shipping Company Limited Idi Shipping Company Limited Taygetus Shipping Company Limited Kalidromo Shipping Company Limited Olympus Shipping Company Limited Kisavos Shipping Company Limited Imitos Shipping Company Limited Parnis Shipping Company Limited Parnasos Shipping Company Limited Vitsi Shipping Company Limited Giona Shipping Company Limited Lefka Shipping Company Limited Agrafa Shipping Company Limited Agion Xxxx Shipping Company Limited Nedas Shipping Company Limited Ilisos Shipping Company Limited Sperhios Shipping Company Limited Ardas Shipping Company Limited Kifisos Shipping Company Limited Noir Shipping S.A. Amalfi Shipping Company Limited Jeke Shipping Company Limited Japan I Shipping Company Limited Japan II Shipping Company Limited Japan III Shipping Company Limited Warhol Shipping Company Limited Xxxxxxxxxxxx Shipping Company Limited Banksy Shipping Company Limited Indiana R Shipping Company Limited Britto Shipping Company Limited Hongbo Shipping Company Limited Ierissos Shipping Inc. Xxxxxx International Co Monte Carlo 37 Shipping Company Limited Monte Carlo Seven Shipping Company Limited Monte Carlo One Shipping Company Limited Monte Xxxxx XXX Shipping Company Limited Monte Carlo 39 Shipping Company Limited EXHIBIT A Form of Representative’s Warrant Agreement Reference is made to Exhibit 4.1 to the Registration Statement on Form F-1 (File Number 333-194690) of Top Ships Inc., which is incorporated by reference. Exhibit A EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form Aegis Capital Corp. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement “) with Top Ships, Inc., a Xxxxxxxx Islands corporation (the “Company”), providing for the public offering (the “Public Offering”) of Press ReleaseCommon Shares, no par value per share, of the Company (the “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO DIAMIR BIOSCIENCES CORP. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesTHE BENCHMARK COMPANY, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer DiamiR Biosciences Corp. – Underwriting Agreement SCHEDULE 1 Underwriter Underwriters Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead SecuritiesThe Benchmark Company, LLC [ ] [ ] TOTAL [*[ ] [*[ ] SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: [*] Number of Option Shares: [*[ ] Public Offering Price per Firm Share: [*] Public Offering Price per Option Share: [*$[ ] Underwriting Discount per Firm Share: [*$[ ] Underwriting Discount Proceeds to Company per Option Share: [*Share (before expenses): $[ ] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties D&O Axxxxx Xxxxxxxxxxxx Kxxx X. Xxxxxxxxxx Sxxxxx Xxxxxxx Gxxx Xxxxxxx Cxxxx Xxxxxxx Lxxxx X. Philips Exxxxx X. Xxxxxxxx 5% Shareholder [●] Sch. 3-1 EXHIBIT A Form of Representative’s Underwriter Warrant EXHIBIT Ex. A-1 Exhibit B Form of Lock-Up Agreement EXHIBIT C Form ______________, 2024 The Benchmark Company, LLC 100 Xxxx 00xx Xx, 17th Floor New York, NY 10155 Re: DiamiR Biosciences Corp. (the “Company”) Ladies and Gentlemen: The undersigned is an owner of Press Releaserecord or beneficially of certain shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), or securities convertible into, exchangeable, or exercisable for Common Stock (“Securities”). The Company proposes to enter into an underwriting agreement (the “Underwriting Agreement”) with you as representative of the underwriters, with respect to a public offering of the Company’s Common Stock and warrants to purchase the Company’s Common Stock (the “Offering”). The undersigned acknowledges that the Offering will be of benefit to the undersigned. The undersigned also acknowledges that you and each underwriter to be named in the Underwriting Agreement will rely on the representations and agreements of the undersigned contained in this letter in connection with entering into the Underwriting Agreement and performing your and their obligations thereunder. In consideration of the foregoing and as an inducement to you as underwriter, the undersigned hereby agrees that the undersigned will not, without your prior written consent (which consent may be withheld in your sole discretion), directly or indirectly, sell, offer to sell, contract to sell, or grant any option for the sale (including without limitation any short sale), grant any security interest in, pledge, hypothecate, hedge, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) or otherwise dispose of or enter into any transaction which is designed to, or could be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) (collectively, a “Disposition”) of any shares of Common Stock or any Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned, or publicly announce the undersigned’s intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date six (6) months following the Closing Date, as defined in the Underwriting Agreement, subject to adjustment as discussed below (the “Lock-up Period”). The restrictions set forth herein shall not apply to the registration of the offer and sale of Common Stock as contemplated by the Underwriting Agreement and the sale of Common Stock to the Underwriters in the Offering and/or participation of the undersigned in the Offering, and shall furthermore not apply to:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO SXXXXX SCIENTIFIC, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC AEGIS CAPITAL CORP. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead Securities, LLC TOTAL [*] [*] Aegis Capital Corp SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Option Additional Shares: [*] Public Offering Price per Firm Share: [*] Public Offering Price per Option Share: [*] Underwriting Discount per Firm Share: [*] Underwriting Discount Non-accountable expense allowance per Option Share: [*] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*] Share (before expenses): SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement Exhibit A EXHIBIT B Form of Lock-Up Agreement Exhibit B EXHIBIT C Form of Press Release

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO SG BLOCKS, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead SecuritiesTHINKEQUITY A Division of Fordham Financial Management, LLC Inc. By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead SecuritiesThinkEquity, LLC a division of Fordham Financial Management, Inc. TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Option Shares: [*] Public Offering Price per Firm Share: [*] Public Offering Price per /Option Share: [*] $ Underwriting Discount per Firm Share: [*] Underwriting Discount $ Proceeds to Company per Firm Share (before expenses): $ Proceeds to Company per Option Share: [*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*] Share (before expenses): SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus, dated [ ] SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press ReleaseParties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO SOBR SAFE, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC ALEXANDER CAPITAL LP By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 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 Boustead Securities, Alexander Capital LP [●] [●] Revere Securities LLC [●] [●] TOTAL [*●] [*●] SCHEDULE 2-A Pricing Information PRICING INFORMATION Number of Firm Shares: [*__] Number of Firm Warrants: [__] Number of Option Shares: [*__] Number of Option Warrants: [__] Public Offering Price per Firm ShareShare and Firm Warrant: $[*__] Public Offering Price per Option ShareShare and Option Warrant: $[*__] Underwriting Discount per Firm ShareShare and Firm Warrant: $[*__] Underwriting Discount per Option ShareShare and Option Warrant: $[*__] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share and Firm Warrant (before expenses): $[*__] Non-Accountable Expense Allowance Proceeds to Company per Option Share: Share and Option Warrant (before expenses): $[*__] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2ISSUER GENERAL USE FREE WRITING PROSPECTUSES LIST OF LOCK-C Written TestingUP PARTIES NAME Executive Officers Xxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxx Non-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press ReleaseEmployee Directors Xxxxx Xxxxx Xxxx Xxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO Foremost Lithium Resource & Technology Ltd. By: Name: Yxxxxx Xxxxx Xxxxxxx Title: President and Chief Executive Officer Officer, Director Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, THINKEQUITY LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer FRRSF – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Over-Allotment Option is Fully Exercised Boustead Securities, ThinkEquity LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*•] Number of Option Shares: [*•] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: [*•] Underwriting Discount per Firm Share: $[*•] Underwriting Discount Non-accountable expense allowance per Option Share: $[*•] Non-Accountable Expense Allowance Proceeds to Company per Firm Share: Share (before expenses): $[*] Non-Accountable Expense Allowance per Option Share: [*•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Sch. 3-1 Form of Representative’s Warrant EXHIBIT B Form Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON SHARES Foremost Lithium Resource & Technology Ltd. Warrant Shares: _______ Initial Exercise Date: ______, 2023 THIS WARRANT TO PURCHASE COMMON SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Foremost Lithium Resource & Technology Ltd., a British Columbia company (the “Company”), up to ______ common shares, no par value per share, of Lock-Up Agreement EXHIBIT C Form the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of Press Releaseone common share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).