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 affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SELWAY CAPITAL ACQUISITION CORPORATION By: Name: Title: RXXXXX & RXXXXXX, LLC By: Name: Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SELWAY CAPITAL ACQUISITION CORPORATION By: Name: Title: RXXXXX & RXXXXXX, LLC AEGIS CAPITAL CORP. By: Name: Title: Rxxxxx & Rxxxxxx, LLC Aegis Capital Corp. Chardan Capital Markets, LLC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SELWAY CAPITAL ACQUISITION CORPORATION SYNTHIETIC BIOLOGICS, INC. By: Name: Title: RXXXXX & RXXXXXXConfirmed as of the date first written above mentioned, LLC By: Name: Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLCon behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A. G.P./ALLIANCE GLOBAL PARTNERS

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION CORPORATION AYTU BIOSCIENCE, INC. By: Name: Jxxxxx X. Xxxxxxx Title: RXXXXX & RXXXXXXChief Executive Officer Confirmed as of the date first written above mentioned, LLC on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Exxx Xxxx Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLCHead of Investment Banking/Underwritings

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the 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, SELWAY CAPITAL ACQUISITION CORPORATION CONCORDE INTERNATIONAL GROUP LTD By: Name: Xxxx Xxxxx Xxxx Title: RXXXXX & RXXXXXXChief Executive Officer Confirmed as of the date first written above mentioned, LLC By: Name: Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLCon behalf of itself and as Representatives of the several Underwriters named on Schedule 1 hereto:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, SELWAY CAPITAL ACQUISITION CORPORATION By: Name: Kangbin Zheng Title: RXXXXX & RXXXXXXChief Executive Officer Confirmed as of the date first written above mentioned, LLC By: Name: Title: Rxxxxx & Rxxxxxxon behalf of itself and as Underwriter named on Schedule 1 hereto: Network 1 Financial Securities, LLC Chardan Capital Markets, LLCInc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION CORPORATION By: Name: Cxxx Xxx Hung Title: RXXXXX & RXXXXXXPresident Confirmed as of the date first written above, LLC on behalf of itself as Underwriter: By: Name: Dxxxx X. Xxxxxxxxxx Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLCDirector of Investment Banking Cxxx Xxx Hung Kxxxx Xxxx Rxxxxxx X. Xxxx Gxxx Xxxxxxx Sxxx Xxxxx Mak Cxxx 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 affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SELWAY CAPITAL ACQUISITION CORPORATION By: Name: Txx Xxxxx Title: RXXXXX & RXXXXXX, LLC ByChief Executive Officer Confirmed and accepted as of the date first above written: Name: Kxxxx Xxxxx Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLCChief Executive Officer

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SELWAY CAPITAL ACQUISITION CORPORATION By: Name: Xxxxxxxx Xxxxx Title: RXXXXX & RXXXXXX, LLC ByChief Executive Officer Confirmed and accepted as of the date first above written: Name: Xxxxx Xxxxx Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLCChief Executive Officer

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION CORPORATION By: Name: Xxxxxx X. XxXxxxx Title: RXXXXX & RXXXXXXExecutive Chairman Confirmed as of the date first written above mentioned, LLC on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Xxxxxx XxXxxxxxx Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital MarketsManaging Director Revere Securities, LLC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Underwriters, the Company and the CompanyParent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SELWAY CAPITAL ACQUISITION CORPORATION By: Name: Title: RXXXXX & RXXXXXX, LLC By: Name: Title: Rxxxxx & Rxxxxxxas of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Chardan Capital Markets, LLCNumber of Firm 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 affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION CORPORATION INVIZYNE TECHNOLOGIES, INC. By: Name: Title: RXXXXX & RXXXXXX, PUBLIC VENTURES LLC By: Name: Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLCTOTAL Number of Firm Shares: Number of Option Shares: Public Offering Price per Share: $ Underwriting Discount per Share: $ Proceeds to Company per Share (before expenses): $ [None.] [None.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION CORPORATION THOUGHTFUL MEDIA GROUP INC. By: Name: Kriangkrai Chaimongkol Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as A Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: RXXXXX & RXXXXXXBXXXXXXX CAPITAL, LLC By: Name: Title: Rxxxxx & RxxxxxxCathay Securities, LLC Chardan Capital MarketsInc. Bxxxxxxx Capital, LLC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SELWAY CAPITAL ACQUISITION CORPORATION E-Home Household Service Holdings Ltd. By: Name: XxxXxxx Xxx Title: RXXXXX & RXXXXXX, LLC ByChief Executive Officer Confirmed and accepted as of the date first above written: Name: Xxxxxx Xxxxxx Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLCChief Executive Officer

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SELWAY CAPITAL ACQUISITION CORPORATION Puhui Wealth Investment Management Co., Ltd. By: Name: Ji Zhe Title: RXXXXX & RXXXXXX, LLC Chief Executive Officer Confirmed and accepted as of the date first above written: By: Name: Dxxxxx Xxxxxx Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLCChief Executive Officer

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SELWAY CAPITAL ACQUISITION CORPORATION By: /s/ Yxxxx Xxxxx Name: Title: RXXXXX & RXXXXXX, LLC AEGIS CAPITAL CORP. By: /s/ Rxxxxx X. Xxxx Name: Rxxxxx X. Xxxx Title: Rxxxxx & Rxxxxxx, LLC CEO Aegis Capital Corp. 350,000 Chardan Capital Markets, LLCLLC 150,000 Broadband Capital Management, LLC 1,500,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Underwriters, the Company and the CompanySelling Shareholder, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SELWAY CAPITAL ACQUISITION CORPORATION By: Name: Xxxx Xxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: RXXXXX & RXXXXXX, LLC By: Name: Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLC:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Placement Agent and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SELWAY CAPITAL ACQUISITION CORPORATION BIOVIE INC. By: /s/ Xxxxx X. Do Name: Xxxxx X. Do Title: RXXXXX President & RXXXXXX, CEO THINKEQUITY LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Rxxxxx & RxxxxxxManaging Director, LLC Chardan Capital Markets, LLCHead of Equity Syndicate

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, SELWAY CAPITAL ACQUISITION CORPORATION By: BRB Foods Inc. Name: Xxxxx Xxxxxxxxx Title: RXXXXX & RXXXXXXCEO Confirmed as of the date first written above mentioned, LLC By: Name: Title: Rxxxxx & Rxxxxxxon behalf of itself and as Underwriter named on Schedule 1 hereto: Network 1 Financial Securities, LLC Chardan Capital Markets, LLCInc. Total [ ]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance compliance, or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance compliance, or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance compliance, or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SELWAY CAPITAL ACQUISITION CORPORATION NATURE’S MIRACLE HOLDING INC. By: Name: Title: RXXXXX & RXXXXXX, Confirmed as of the date first written above mentioned,: XX XXXXXX LLC By: Name: Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLCSCHEDULE 1 Pricing Information

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION CORPORATION Tantech Holdings Ltd. By: Name: Title: RXXXXX & RXXXXXX, LLC Newbridge Securities Corporation By: Name: Title: Rxxxxx & RxxxxxxNewbridge Securities Corporation Yefang Zhang Xxxxxxx Xxxx Newbridge Securities Corporation 0000 Xxxx Xxxxxxx Xxxxx Xxxx Xx. Xxxxxxxxxx, LLC Chardan Capital Markets, LLCXX 00000 Ladies and Gentlemen:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION CORPORATION By: /s/ Cxxx Xxx Hung Name: Cxxx Xxx Hung Title: RXXXXX & RXXXXXXPresident Confirmed as of the date first written above, LLC on behalf of itself as Underwriter: By: Name: /s/ Dxxxx X. Xxxxxxxxxx Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLCDirector of Investment Banking

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION CORPORATION HIGHBURY FINANCIAL INC. By: :_____________________________ Name: Title: RXXXXX & RXXXXXX, Accepted on the date first above written THINKEQUITY PARTNERS LLC By: _____________________________ Name: Title: Rxxxxx & RxxxxxxThinkEquity Partners LLC [__________] EarlyBirdCapital, LLC Chardan Capital Markets, LLCInc. [__________]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION CORPORATION HAILIANG EDUCATION GROUP INC. By: Name: Title: RXXXXX & RXXXXXXAccepted on the date first above written. NETWORK 1 FINANCIAL SECURITIES, LLC INC. By: Name: Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLC: 1. Underwriter’s Warrant.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SELWAY CAPITAL ACQUISITION CORPORATION By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: RXXXXX & RXXXXXXChief Executive Officer Confirmed as of the date first written above mentioned, LLC By: Name: Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLCon behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION CORPORATION NUVECTIS PHARMA, INC. By: /s/ Rxx Xxxxxxx Name: Rxx Xxxxxxx, M.B.A. Title: RXXXXX Chairman and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the Underwriters named on Schedule 1 hereto: H. X. XXXXXXXXXX & RXXXXXX, LLC By: Name: Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital MarketsCO., LLC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION CORPORATION CNS PHARMACEUTICALS, INC. By: :_______________________________ Name: Title: RXXXXX & RXXXXXXConfirmed as of the date first written above mentioned, LLC on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A. G.P./ALLIANCE GLOBAL PARTNERS By: :______________________________________ Name: Xxxxxx X. Xxxxxxx Title: Rxxxxx & RxxxxxxManaging Director, LLC Chardan Capital Markets, LLCInvestment Banking

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. , 2010 If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SELWAY CAPITAL ACQUISITION CORPORATION CHINA EDUCATION, INC. By: Name: Title: RXXXXX Accepted on the date first above written. XXXXXX & RXXXXXXXXXXXXX, LLC By: Name: Title: Rxxxxx Xxxxxx & RxxxxxxXxxxxxx, LLC Chardan Capital Markets, LLC[ ]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SELWAY CAPITAL ACQUISITION CORPORATION By: Name: Dxxxx Xxxxxx Title: RXXXXX & RXXXXXXChief Executive Officer Confirmed as of the date first written above mentioned, LLC By: Name: Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLCon behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto:

Waiver, etc. The failure of any of the parties hereto to at any time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way to affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto thereafter to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION CORPORATION By: /s/ Dx. Xxxxx Xxxx Ferro Name: Dx. Xxxxx Xxxx Ferro Title: RXXXXX & RXXXXXX, LLC President and Chief Executive Officer Accepted on the date first above written. Acting severally on behalf of itself and as one of the Representatives of the several Underwriters named in Schedule I annexed hereto By: /s/ Cxxxxxxx X. Xxxxxx Name: Cxxxxxxx X. Xxxxxx Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLCManaging Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION CORPORATION SIDUS SPACE, INC. By: Name: Cxxxx Xxxxx Title: RXXXXX & RXXXXXXChief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: Name: Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLC:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SELWAY CAPITAL ACQUISITION CORPORATION INSPIREMD, INC. By: Name: Mxxxxx Xxxxxxx Title: RXXXXX & RXXXXXXChief Executive Officer mentioned, LLC By: Name: Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLCon behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A. G.P./ALLIANCE GLOBAL PARTNERS

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION CORPORATION Perfect Moment Ltd. By: /s/ Mxxx Xxxxxxx Name: Mxxx Xxxxxxx Title: RXXXXX & RXXXXXX, LLC By: Name: Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLCChief Executive Officer

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance compliance, or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance compliance, or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance compliance, or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SELWAY CAPITAL ACQUISITION CORPORATION NATURE’S MIRACLE HOLDING INC. By: Name: Title: RXXXXX & RXXXXXX, Confirmed as of the date first written above mentioned,: EF HUTTON LLC By: Name: Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLCPricing Information

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION CORPORATION HIGHBURY FINANCIAL INC. By: :____________________________________________ Name: Title: RXXXXX & RXXXXXX, Accepted on the date first above written THINKEQUITY PARTNERS LLC By: :___________________________________________ Name: Title: Rxxxxx & RxxxxxxThinkEquity Partners LLC EarlyBirdCapital, LLC Chardan Capital Markets, LLCInc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SELWAY CAPITAL ACQUISITION BK TECHNOLOGIES CORPORATION By: /s/ Tixxxxx X. Xxxxx Name: TitleTixxxxx X. Xxxxx Tilte: RXXXXX & RXXXXXXPresident Confirmed as of the date first written above mentioned, LLC Byon behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Name: Title: Rxxxxx & RxxxxxxTHINKEQUITY A Division of Fordham Financial Management, LLC Chardan Capital Markets, LLCInc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION CORPORATION By: Name: Xxxxxx X. XxXxxxx Title: RXXXXX & RXXXXXXExecutive Chairman Confirmed as of the date first written above mentioned, LLC on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Xxxx Xxxx Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital MarketsPresident Revere Securities, LLC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION CORPORATION CNS PHARMACEUTICALS, INC. By: :_______________________________ Name: Title: RXXXXX & RXXXXXXConfirmed as of the date first written above mentioned, LLC By: Name: Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLCon behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION CORPORATION HIGHBURY FINANCIAL INC. By: Name: Title: RXXXXX & RXXXXXX, Accepted on the date first above written THINKEQUITY PARTNERS LLC By: :___________________________________ Name: Title: Rxxxxx & RxxxxxxThinkEquity Partners LLC [__________] Early Bird Capital, LLC Chardan Capital Markets, LLCInc. [__________]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION JOURNEY MEDICAL CORPORATION By: Name: Title: RXXXXX & RXXXXXX/s/ Cxxxxx Xxxxxxx Cxxxxx Xxxxxxx, LLC By: Name: Title: Rxxxxx & RxxxxxxChief Executive Officer, LLC Chardan Capital Markets, LLCPresident and Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the 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, SELWAY CAPITAL ACQUISITION CORPORATION MIRA PHARMACEUTICALS, INC. By: Name: Exxx Xxxxxx Title: RXXXXX & RXXXXXXChief Executive Officer division of Kingswood Capital Partners, LLC By: Name: Title: Rxxxxx & RxxxxxxKingswood Investments, LLC Chardan division of Kingswood Capital MarketsPartners, LLC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SELWAY CAPITAL ACQUISITION CORPORATION STEMLINE THERAPEUTICS, INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: RXXXXX & RXXXXXXChief Operating Officer Confirmed as of the date first written above mentioned, LLC By: Name: Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLCon behalf of itself and as Representatives of the several Underwriters named on Schedule 1 hereto:

Waiver, etc. The failure of any of the parties hereto to at any time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION CORPORATION BrilliA Inc By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: RXXXXX & RXXXXXXCEO Confirmed as of the date first written above mentioned, LLC By: Name: Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLCon behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A. G.P./ALLIANCE GLOBAL PARTNERS

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way 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. 120243.3 -41- 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, SELWAY CAPITAL ACQUISITION CORPORATION NICHE PHARMACEUTICALS, INC. By: Name: Title: RXXXXX Accepted as of the date first above written. Melville, New York XXXXXXXX XXXXXX & RXXXXXXCO., LLC INC. By: Name: Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLC120243.3 -42- APPENDIX I [Insiders]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION CORPORATION D. MEDICAL INDUSTRIES LTD. By: Name: Title: RXXXXX Accepted on the date first above written. XXXXXX & RXXXXXXXXXXXXX, LLC By: Name: Title: Rxxxxx Xxxxxx & RxxxxxxXxxxxxx, LLC Chardan Capital MarketsThinkEquity, LLCLLC [ ] Total July , 2010 XXXXXX & XXXXXXX, LLC 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 D. Medical Industries Ltd. — Public Offering

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SELWAY CAPITAL ACQUISITION CORPORATION HAILIANG EDUCATION GROUP INC. By: Name: Title: RXXXXX & RXXXXXXAccepted on the date first above written. NETWORK 1 FINANCIAL SECURITIES, LLC INC. By: Name: Title: Rxxxxx & Rxxxxxx, LLC Chardan Capital Markets, LLCADSs 1. Underwriter’s Warrant.