Common use of Waiver, etc Clause in Contracts

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISA, INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, 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, INTELLICHECK MOBILISA, LONGEVERON INC. By: /s/ Xxxxxx Xxxxxx Xxxxx Xxxxx Name: Xxxxxx Xxxxxx, PhD Xxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS KINGSWOOD CAPITAL CORP. MARKETS, division of Benchmark Investments, Inc. By: /s/ Xxxxx Xxxxxx Xxx Xxxxxxxxxx Name: Xxxxx Xxxxxx Xxx Xxxxxxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Supervisory Principal Longeveron Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number Kingswood Capital Markets, division of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Benchmark Investments, Inc. 1,330,000 Alexander Capital Corp 2,617,000 392,550 L.P. 1,330,000 TOTAL 2,617,000 392,550 Sch. 1-1 2,660,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 2,660,000 Number of Option Shares: 392,550 399,000 Public Offering Price per Firm Shares: $ 10.00 Public Offering Price per Option Share: $0.80 $ 10.00 Underwriting Discount per Firm Shares: $ 0.70 Underwriting Discount per Option Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 $ 0.70 Proceeds to Company per Firm Shares (before expenses): $ 24,738,000 Proceeds to Company per Option Share (before expenses): $0.744 $ 3,710,700 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Prospectuses

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISAOPEXA THERAPEUTICS, INC. By: /s/ Xxxxxx Xxxxxx Xxxx X. Xxxxx Name: Xxxxxx Xxxxxx, PhD Xxxx X. Xxxxx Title: President & Chief Executive Officer Confirmed and accepted as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Head of Investment Banking [Signature PageSIGNATURE PAGE] Intellicheck mobilisaOpexa Therapeutics, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 Corp. 4,120,000 618,000 TOTAL 2,617,000 392,550 Sch. 1-1 4,120,000 618,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 4,120,000 Number of Option Shares: 392,550 618,000 Public Offering Price per Share: $0.80 1.70 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 0.119 Proceeds to Company per Share (before expenses): $0.744 1.581 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 None SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxxx Xxxx Xxxxxxx Xxx Xxxxxx Xxxx Xxxxxx Xxx X. Xxxxxxx Xxxxxxx Xxxxxxxxxxxxx Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxx Xxxxx Xxxxxxx X. Xxxxxx Xxxx X. Xxxxx Sch. 3-1 EXHIBIT A Form of Lock-Up Agreement December 13, 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’s Warrant ”) proposes to enter into an Underwriting 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 BELOWthe “Underwriting Agreement”) 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 DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisawith Opexa Therapeutics, Inc., a Texas corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISASUPER LEAGUE GAMING, INC. By: /s/ Xxxxxx Xxxxxx Axx Xxxx Name: Xxxxxx Xxxxxx, PhD Axx Xxxx Title: Chief Executive Officer CEO and President Confirmed as of the date first written above mentioned, on behalf of itself and : NATIONAL SECURITIES CORPORATION as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Xxxxx Xxxxxx Jxxxxxxx X. Xxxx Name: Xxxxx Xxxxxx Jxxxxxxx X. Xxxx Title: Executive Vice President Head of Investment Banking [Signature Page] Intellicheck mobilisaSUPER LEAGUE GAMING, Inc. INC. – Underwriting Agreement SCHEDULE 1 1-A Underwriters Name of Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. National Securities Corporation 4,540,541 SCHEDULE 1-1 SCHEDULE 2-A B Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 4,540,541 Public Offering Price per Share: $0.80 1.85 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 0.1295 Proceeds to Company per Share (before expenses): $0.744 1.7205 SCHEDULE 22 Written Testing-B Issuer General Use Free Writing Prospectuses [the-Waters Communications None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISASPLASH BEVERAGE GROUP, INC. By: /s/ Xxxxxx Xxxxxx Rxxxxx Xxxxxxx Name: Xxxxxx Xxxxxx, PhD Rxxxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. EX XXXXXX, division of Benchmark Investments, LLC By: /s/ Xxxxx Xxxxxx Sxx Xxxxxxxxxx Name: Xxxxx Xxxxxx Sxx Xxxxxxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement 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 Aegis Capital Corp 2,617,000 392,550 EX Xxxxxx, division of Benchmark Investments, LLC 1,995,000 300,000 Jxxxxx Xxxxxx & Co. LLC 5,000 0 TOTAL 2,617,000 392,550 Sch. 1-1 2,000,000 300,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 2,000,000 Number of Option Shares: 392,550 300,000 Public Offering Price per Firm Share: $0.80 1.55 Public Offering Price per Option Share: $1.55 Underwriting Discount per Firm Share: $0.056 0.124 Underwriting Discount per Option Share: $0.124 Underwriting Non-accountable expense allowance per Firm Share: $0.008 0.0155 Underwriting Non-accountable expense allowance per Option Share: $0.0155 Proceeds to Company per Firm Share (before expenses): $0.744 1.4105 Proceeds to Company per Option Share (before expenses): $1.4105 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. SCHEDULE 2-2 C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISAPaxMedica, INC. Inc. By: /s/ Xxxxxx Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxx, PhD Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. Craft Capital Management LLC By: /s/ Xxxxx Xxxxxxx Xxxxxx Name: Xxxxx Xxxxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaChief Operating Officer X.X. Xxxxxxxx & Co., Inc. – Underwriting Agreement By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Operating 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 Aegis Craft Capital Corp 2,617,000 392,550 Management LLC 200,000 30,000 X.X. Xxxxxxxx & Co., Inc. 964,502 144,675 The Benchmark Company, LLC 380,952 57,143 TOTAL 2,617,000 392,550 Sch. 1-1 1,545,454 231,818 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 1,545,454 Number of Option Shares: 392,550 231,818 Public Offering Price per Share: $0.80 5.25 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 0.42 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. SCHEDULE 2-2 C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties · Xxxxxx Xxxxxx Xxxxxx Xxxxxx X. Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx · Xxxxxxx X. Xxxxxxx · Xxxxxxx Xxxxx Sch. 3-1 · Xxxxxxx Xxxx · Xxxxx XxXxxxxxxx · Xxxx X. Xxxxxx · Tardimed Sciences, LLC EXHIBIT A Form of Representative’s Representative Warrant 33 EXHIBIT B Form of Lock-Up 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 DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase 34 EXHIBIT C Form of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.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, INTELLICHECK MOBILISACatasys, INC. Inc. By: /s/ Xxxxxx Xxxxxx Xxxxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxx, PhD Xxxxxxx X. Xxxxxxxx Title: President and Chief Executive Operating Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORPXXXXXX XXXXXX & CO., LLC. By: /s/ Xxxxx Xxxxxx Xxxx Xxxx Name: Xxxxx Xxxxxx Xxxx Xxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaBanking/Underwritings CATASYS, Inc. – Underwriting Agreement INC. - UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 Xxxxxx Xxxxxx & Co., LLC. TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 [•] Number of Option Shares: 392,550 [•] Public Offering Price per Share: $0.80 [•] Underwriting Discount per Share: $0.056 [•] Underwriting Non-accountable expense allowance per Share: $0.008 [•] Proceeds to Company per Share (before expenses): $0.744 [•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. SCHEDULE 2-2 C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxx Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxx Xxxxxxx Xxxxxxx X. Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s WARRANT TO PURCHASE COMMON STOCK CATASYS, INC. Warrant Agreement THE REGISTERED HOLDER OF Shares: _______ Initial Exercise Date: ______, 2018 THIS WARRANT TO PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFCOMMON STOCK (the “Warrant”) certifies that, AGREES THAT IT WILL NOT SELLfor value received, 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 [_____________ 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 ____] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER , 2018 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to 5:00 P.M.p.m. (New York time) on the date that is five (5) years following the effective date of the registration statement (the “Termination Date”) but not thereafter, EASTERN TIMEto subscribe for and purchase from Catasys, [Inc., a Delaware corporation (the “Company”), up to ___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]_ shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. COMMON STOCK PURCHASE WARRANT For the Purchase The purchase price of [_____] Shares one share of Common Stock of Intellicheck Mobilisaunder this Warrant shall be equal to the Exercise Price, Inc.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, INTELLICHECK MOBILISA, INCCOMSOVEREIGN HOLDING CORP. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx Xxxxxx, PhD 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: AEGIS KINGSWOOD CAPITAL CORP. MARKETS, division of Benchmark Investments, Inc. By: /s/ Xxxxx Xxxxxx Xxx Xxxxxxxxxx Name: Xxxxx Xxxxxx Xxx Xxxxxxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. Supervisory Principal ComSovereign Holding Corp. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Kingswood Capital Corp 2,617,000 392,550 Markets, division of Benchmark Investments, Inc. 5,547,059 6,394,117 X.X. Xxxxxxxx & Co. 100,000 100,000 TOTAL 2,617,000 392,550 Sch. 1-1 5,647,059 6,494,117 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 5,647,059 Number of Option Shares: 392,550 847,058 Public Offering Price per Firm Share: $0.80 4.25 Public Offering Price per Option Share: $4.25 Underwriting Discount per Firm Share: $0.056 0.34 Underwriting Discount per Option Share: $0.34 Proceeds to Company per Firm Share (before expenses): $3.91 Proceeds to Company per Option Share (before expenses): $3.91 Underwriting Non-accountable expense allowance per Firm Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 0.0425 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS KINGSWOOD CAPITAL CORPMARKETS, DIVISION OF BENCHMARK INVESTMENTS, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS KINGSWOOD CAPITAL CORPMARKETS, DIVISION OF BENCHMARK INVESTMENTS, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]AUGUST 10, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]FEBRUARY 10, 2026. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.COMSOVEREIGN HOLDING CORP.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, INTELLICHECK MOBILISANOVUME SOLUTIONS, INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx Xxxxxx, PhD X. Xxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Xxxxx Xxxxxx THINKEQUITY A Division of Fordham Financial Management, Inc. By:/s/ Xxxx Xxxx Name: Xxxxx Xxxxxx Xxxx Xxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 by the Representative ThinkEquity, a division of Fordham Financial Management, Inc. 2,062,500 309,375 The Benchmark Company, LLC 2,062,500 309,375 TOTAL 2,617,000 392,550 Sch. 1-1 4,125,000 618,750 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 4,125,000 Number of Option Shares: 392,550 618,750 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Nonnon-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. Free Writing Prospectus, dated October 24, 2018 SCHEDULE 2-2 C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Officers and Directors Name Position Xxxxxx X. Xxxxxx Xxxxxx Xxxxxx President and Chief Executive Officer Xxxxx X. XxXxxxxx Chairman of the Board Xxxxxxx Xxxxxx Director Xxxx xxXxxx Director Xxxxx Goord Director Xxxxxxxxx Xxxxxx Xxx Director Xxxxx Xxxxxx Director Xxxxxxx Xxxxxxxx General Counsel and Chief Administrative Officer Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFXxxxxxxxxx Executive Vice President, 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 DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Corporate Development and Principal Financial and Accounting Officer XxXxx Xxxxxxxx Chief Accounting Officer 5% Shareholders

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters 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, INTELLICHECK MOBILISAGENPREX, INC. By: /s/ Name: J. Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD 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: AEGIS CAPITAL CORPFINANCIAL SECURITIES, INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxxxxx Title: Head Director of Investment Banking [Signature Page] Intellicheck mobilisaSCHEDULE 1 Underwriter: Number of Securities to be Purchased: Network 1 Financial Securities, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 1,300,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Underwriter’s Commission Underwriter’s Advisory Fee Proceeds to Company per Per Share (before expenses): $0.744 $ 5.00 $ 0.325 $ 0.050 $ 4.625 Total $ 6,500,000 $ 422,500.00 $ 65,000.00 $ 6,012,500.00 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. SCHEDULE 2-2 C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties 5% or Greater Stockholders Xxxxxx Xxxxxxxxx, LLC Xxxx X. Xxxx, MD, FACS Viet-An Xxxx Xx and affiliated entities Texas Treasury Safekeeping Trust Company Directors and Named Executive Officers J. Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A [Form of RepresentativeUnderwriter’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO Agreement] 42 EXHIBIT C [________________Form of Lock-Up Agreement] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT●], 2017 Network 1 Financial Securities, Inc. Galleria, Penthouse 0 Xxxxxx Xxxxxx, Xxxxxxxx 0 Xxx Xxxx, XX 00000 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to Network 1 in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Genprex, Inc., a Delaware corporation (the “Company”), and Network 1 Financial Securities, Inc. (“Network 1”), as underwriter (the “Underwriter”), and the other parties thereto (if any), relating to the proposed initial public offering (the “Offering”) of shares of common stock, par value $0.001 per share (the “Common Stock ”), of the Company. VOID AFTER 5:00 P.M.In order to induce Network 1 to enter into the Underwriting Agreement, EASTERN TIMEand 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, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For director or employee of the Purchase Company, and for good and valuable consideration, the receipt and sufficiency of [_____] Shares 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 Network 1, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owed or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of Intellicheck Mobilisadisposition (including, Inc.without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Stock. The undersigned acknowledges and agrees that any sales after the Lock-Up Period shall be conducted in connection with a registration statement or an exemption from registration and that the Company will analyze such exemptions with reference to the Undersigned’s status as an affiliate or non-affiliate of the Company as provided by Rule 144. If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Underwriter waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date. If the undersigned is an officer or director of the Company, (i) Network 1 agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Network 1 will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Network 1 hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. The restrictions set forth in the immediately preceding paragraph shall not apply to:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, INTELLICHECK MOBILISADIGITAL ALLY, INC. By: /s/ Xxxxxx Xxxxxx Sxxxxxx X. Xxxx Name: Xxxxxx Xxxxxx, PhD Sxxxxxx X. Xxxx Title: Chairman and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaRxxxxx X. Xxxx Rxxxxx X. Xxxx, Inc. – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 Corp. Total SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 Share: SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None. SCHEDULE 2-C Written Testing-the-Waters Communications None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page FollowsRemainder of page intentionally left blank] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISA, INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL AUSTRALIA ACQUISITION CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [:___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares _________________ Name: Xxxxx Xxxxxxx Title: Chairman of Common Stock the Board, Chief Executive Officer and Secretary Accepted on the date first above written. XXXXX & COMPANY SECURITIES LLC By:__________________________________ Name: Title: SCHEDULE I AUSTRALIA ACQUISITION CORP. 8,000,000 Units Underwriter Number of Intellicheck MobilisaFirm Units to be Purchased XXXXX & COMPANY SECURITIES, Inc.LLC I-BANKERS SECURITIES, INC. TOTAL 8,000,000 EXHIBIT A FORM OF TARGET BUSINESS LETTER AUSTRALIA ACQUISITION CORP. Gentlemen: Reference is made to the Final Prospectus of Australia Acquisition Corp. (the “Company”), dated ____________ , 2010 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $80,000,000 for the benefit of the Public Shareholders and the Underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event they elect to redeem their public shares in connection with the consummation of a Business Transaction, (ii) to the Public Shareholders if the Company fails to consummate a Business Transaction within 21 months from the date of the Prospectus or (iii) to the Company after or concurrently with the consummation of a Business Transaction. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Transaction with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. ___________________________________ Print Name of Target Business ___________________________________ Authorized Signature of Target Business EXHIBIT B FORM OF VENDOR LETTER AUSTRALIA ACQUISITION CORP. Gentlemen: Reference is made to the Final Prospectus of Australia Acquisition Corp. (the “Company”), dated ______________, 2010 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $80,000,000 for the benefit of the Public Shareholders and the Underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event they elect to redeem their public shares in connection with the consummation of a Business Transaction, (ii) to the Public Shareholders if the Company fails to consummate a Business Transaction within 21 months from the date of the Prospectus or (iii) to the Company after or concurrently with the consummation of a Business Transaction. For and in consideration of the Company agreeing to engage the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against the Trust Account for any reason whatsoever. _______________________________ Print Name of Vendor _______________________________ Authorized Signature of Vendor

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, INTELLICHECK MOBILISAFG FINANCIAL GROUP, INC. By: /s/ Xxxxxx Xxxxxx Lxxxx X. Xxxxx, Xx. Name: Xxxxxx XxxxxxLxxxx X. Xxxxx, PhD Xx. Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY LLC By: /s/ Xxxxx Kxxxx Xxxxxx Name: Xxxxx Kxxxx Xxxxxx Title: Managing Director, Head of Investment Banking [Signature Page] Intellicheck mobilisaEquity Syndicate FG Financial Group, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 ThinkEquity LLC 652,174 97,826 TOTAL 2,617,000 392,550 652,174 97,826 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 652,174 Number of Option Shares: 392,550 97,826 Public Offering Price per Share: $0.80 4.00 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 0.28 Proceeds to Company per Share (after the underwriting discount and before expenses): $0.744 3.72 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 Free Writing Prospectus filed with the SEC on October 21, 2021 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Directors

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, INTELLICHECK MOBILISA, MOVANO INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Title: Xxxxxxx Xxxxxxx President and 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: AEGIS CAPITAL CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: ` Xxxxxxxx X. Xxxx, EVP – Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Name of Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis National Securities Corporation SCHEDULE 2 Excluded Investors Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx Ascend Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Transcend Partners Valley High Partners Xxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Dvine Wave Trust Dvine Wave Holdings LLC SilverData Holdings Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of RepresentativeXxxxxxx Xxxxxxx Holdings LLC Xxxxxxx Children’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Trust

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, INTELLICHECK MOBILISA, ENDRA LIFE SCIENCES INC. By: /s/ Xxxxxx Xxxxxx Fxxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxx, PhD Fxxxxxxx Xxxxxxxx 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: AEGIS CAPITAL CORP. THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Xxxxx Xxxxxx Exxx Xxxx Name: Xxxxx Xxxxxx Exxx Xxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 by the Representative ThinkEquity, a division of Fordham Financial Management, Inc. 7,143,000 714,286 TOTAL 2,617,000 392,550 Sch. 1-1 7,143,000 714,286 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 7,143,000 Number of Option Shares: 392,550 714,286 Public Offering Price per Share: $0.80 0.70 Underwriting Discount per Share: $0.056 0.049 Underwriting Nonnon-accountable expense allowance per Share: $0.008 0.007 Proceeds to Company per Share (before expenses): $0.744 0.644 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. SCHEDULE 2-2 C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Fxxxxxxx Xxxxxxxx Dxxxx Xxxxx Mxxxxxx Xxxxxxxx Rxxxxx Xxxxxxxxx Lxx Xxxxxxxx Axxxxxx XxXxxxxxxxxxxx Mxxxxxx Xxxxx Axxxxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. 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 AEGIS CAPITAL CORP. THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] ], 2021 [DATE THAT IS ONE YEAR 180 DAYS FROM THE EFFECTIVE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENTOFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] ], 2025 [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENTOFFERING]. WARRANT TO PURCHASE COMMON STOCK PURCHASE WARRANT For the Purchase of [ENDRA LIFE SCIENCES INC. Warrant Shares: _____] Shares __ Initial Exercise Date: ______, 2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ENDRA Life Sciences Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock of Intellicheck Mobilisaunder this Warrant shall be equal to the Exercise Price, Inc.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, INTELLICHECK MOBILISA, VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC. By: /s/ Xx. Xxxxxx Xxxxxx Name: Xx. Xxxxxx Xxxxxx, PhD Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. XXXXXX XXXXX CAPITAL, LLC By: /s/ Xxxxx Xxxxxx Xxxxxx Name: Xxxxx Xxxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. Chief Executive Officer 30 VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC.. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Xxxxxx Xxxxx Capital, LLC 250,000 Valuable Capital Corp 2,617,000 392,550 Limited 4,000,000 - TOTAL 2,617,000 392,550 Sch. 1-1 4,250,000 SCHEDULE 23-A Pricing Information Number of Firm Shares: 2,617,000 4,250,000 Number of Option Shares: 392,550 [●] Public Offering Price per Firm Share: $0.80 4.00 Public Offering Price per Option Share: $[●] Underwriting Discount per Firm Share: $0.056 0.31 Underwriting Non-accountable expense allowance Discount per Option Share: $0.008 [●] Proceeds to Company per Firm Share (before expenses): $0.744 3.69 Proceeds to Company per Option Share (before expenses): $[●] SCHEDULE 23-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 Free Writing Prospectus filed with the SEC on May 6, 2022 and linked to here: xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/0001892274/000168316822003256/visionary_fwp.htm SCHEDULE 3 4 List of Lock-Up Parties Name Lock-Up Period in Days Xx. Xxxxxx Xxxxxx Xxxxxx 365 Xxx Xxxx 365 Xx. Xxxxx Xxxx 365 Xxx Bun (Xxx) Xxxx 365 Dr. Zaiyi Liao 365 Yongzhi (Xxx) Xxxxx 365 Xxxxxxxxx Xxxxx X. Milliken 365 J. Xxxxx Xxxxx 365 Xx. Xxxxxxx Xxx 365 Xxxx Xxx 365 Xxxxxx Xxxxxxx 365 Xxxxxx x’Xxxxxxxxx 365 Xxxx Xxxxxx Xxxx 365 Xxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 365 Qiaosha He 365 Xxxxxxxx Xx 180 Xxx Xxx 180 EXHIBIT A Form of Representative’s Warrant Lock-Up Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFMay 16, AGREES THAT IT WILL NOT SELL2022 Xxxxxx Xxxxx Capital, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLLLC 00 Xxxxxxxx, TRANSFER00xx Xxxxx Xxx Xxxx, ASSIGNXX 00000 Attention: Xx. Xxxxx Xxx Xxxxxx Xxxxxx Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to Xxxxxx Xxxxx Capital, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE LLC (DEFINED BELOWthe “Underwriter”) TO ANYONE OTHER THAN in connection with the proposed Underwriting Agreement (Ithe “Underwriting Agreement”) AEGIS CAPITAL CORPbetween Visionary Education Technology Holdings Group Inc. an Ontario business corporation (the “Company”), and the Underwriter, relating to the proposed public offering (the “Offering”) of common shares, no par value per share (the “Common Shares”), of the Company. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERINGIn order to induce the Underwriter to continue its efforts in connection with the Offering, OR and in light of the benefits that the offering of the Common Shares will confer upon the undersigned in its capacity as a shareholder 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 the Underwriter that, during the period beginning on and including the date of this Agreement through and including the date that is 365 days after the commencement date of the trading of the Common Shares (IIthe “Lock-Up Period”), the undersigned will not, without the prior written consent of Underwriter, directly or indirectly, (i) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORPoffer, sell, assign, transfer, pledge, contract to sell, encumber, grant any option for the sale of, or otherwise dispose of, or announce the intention to otherwise dispose of, any Common Shares now owned 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 Shares 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 Shares, (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 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, or (iii) engage in any short selling of the Common Shares. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERIf (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 Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Underwriter waives, in writing, such extension. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M.If the undersigned is an officer or director of the Company, EASTERN TIME(i) Underwriter agrees that, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For at least three business days before the Purchase effective date of [_____] Shares any release or waiver of the foregoing restrictions in connection with a transfer of Common Stock Shares, Underwriter will notify the Company of Intellicheck Mobilisathe impending release or waiver, Inc.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 Underwriter hereunder to any such officer or director shall only be effective two business days after the publication date of such press release; provided, that such press release is not a condition to the release of the aforementioned lock-up provisions due to the expiration of the Lock-Up Period. The provisions of this paragraph will also 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 Agreement to the extent and for the duration that such terms remain in effect at the time of such 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 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, INTELLICHECK MOBILISA, INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL FLATWORLD ACQUISITION CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaAccepted on the date first above written. XXXXXX & XXXXXXX, Inc. – Underwriting Agreement LLC By: Name: Title: SCHEDULE 1 I FLATWORLD ACQUISITION CORP. 2,000,000 UNITS Underwriter Total Number of Firm Shares Units to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 & Xxxxxxx, LLC EarlyBirdCapital, Inc. Ladenburg Xxxxxxxx & Co. Inc. EXHIBIT A Form FORM OF TARGET BUSINESS LETTER FlatWorld Acquisition Corp. Palm Grove House, Palm Grove Park Road Town, Tortola British Virgin Islands VG1110 Attn: Xxxxxxx X. Xxxxxxx, President and Chief Financial Officer Reference is made to the Final Prospectus of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFFlatWorld Acquisition Corp. (the “COMPANY”), 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 [dated ________________] [DATE THAT IS ONE YEAR FROM THE DATE , 2010 (the “PROSPECTUS”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Fund, initially in an amount of $20,400,000 for the benefit of the Public Shareholders and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for up to 100% of the interest earned on the amounts held in the Trust Fund and any amounts necessary to purchase up to 15% of the Ordinary Shares sold in the Offering, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event of the redemption of their shares or the liquidation of the Company; or (ii) to the Company and the Underwriters after consummation of a Business Transaction. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Transaction with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “CLAIM”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B FORM OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M.VENDOR LETTER FlatWorld Acquisition Corp. Palm Grove House, EASTERN TIMEPalm Grove Park Road Town, [Tortola British Virgin Islands VG1110 Attn: Xxxxxxx X. Xxxxxxx, President and Chief Financial Officer Reference is made to the Final Prospectus of FlatWorld Acquisition Corp. (the “COMPANY”), dated ___________________] [DATE THAT IS FIVE YEARS FROM THE DATE , 2010 (the “PROSPECTUS”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established the Trust Fund, initially in an amount of $20,400,000 for the benefit of the Public Shareholders and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for up to 100% of the interest earned on the amounts held in the Trust Fund and any amounts necessary to purchase up to 15% of the Ordinary Shares sold in the Offering, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event of the redemption of their shares or the liquidation of the Company; or (ii) to the Company and the Underwriters after consummation of a Business Transaction. For and in consideration of the Company engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “CLAIM”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Vendor Authorized Signature of Vendor EXHIBIT C FORM OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]DIRECTOR/OFFICER LETTER FlatWorld Acquisition Corp. Palm Grove House, Palm Grove Park Road Town, Tortola British Virgin Islands VG1110 Attn: Xxxxxxx X. Xxxxxxx, President and Chief Financial Officer The undersigned officer or director of FlatWorld Acquisition Corp. (the “COMPANY”) hereby acknowledges that the Company has established the Trust Fund, initially in an amount of $20,400,000 for the benefit of the Public Shareholders and the underwriters (the “Underwriters”) of the Company’s initial public offering (the “IPO”) and that, except for up to 100% of the interest earned on the amounts held in the Trust Fund and any amounts necessary to purchase up to 15% of the Ordinary Shares sold in the Offering, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event of the redemption of their shares or the liquidation of the Company; or (ii) to the Company and the Underwriters after consummation of a Business Transaction. COMMON STOCK PURCHASE WARRANT For The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Purchase Trust Fund (the “CLAIM”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to the shares underlying the units acquired by the undersigned or any of [_____] Shares its affiliates in the IPO and any shares subsequently acquired by the undersigned in the public market. Print Name of Common Stock Officer/Director Authorized Signature of Intellicheck Mobilisa, Inc.Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISATIVIC HEALTH SYSTEMS, INC. By: /s/ Xxxxxx Xxxxxx Jxxxxxxx Xxxxx Name: Xxxxxx Xxxxxx, PhD Jxxxxxxx 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: AEGIS CAPITAL CORP. THINKEQUITY LLC By: /s/ Xxxxx Xxxxxx Pxxxxxxx Xxxxxxx Name: Xxxxx Xxxxxx Pxxxxxxx Xxxxxxx Title: Head of Investment Banking [Managing Director Signature Page] Intellicheck mobilisaPage to Tivic Health Systems, Inc. – Underwriting Agreement Agreement] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 ThinkEquity LLC 20,000,000 3,000,000 TOTAL 2,617,000 392,550 Sch. 1-1 20,000,000 3,000,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 20,000,000 Number of Option Shares: 392,550 3,000,000 Public Offering Price per Firm Share/Option Share: $0.80 0.25 Underwriting Discount per Firm Share/Option Share: $0.056 Underwriting 0.0175 Proceeds to Company per Firm Share/Option Share (before expenses): $0.2325 Non-accountable expense allowance per Firm Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 0.0025 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. SCHEDULE 2-2 C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A [RESERVED] EXHIBIT B Form of Representative’s Warrant EXHIBIT C Form of Lock-Up 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 DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase EXHIBIT D Form of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.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, INTELLICHECK MOBILISA, HONGLI GROUP INC. By: /s/ Xxxxxx Xxxxxx Xxx Xxx Name: Xxxxxx Xxxxxx, PhD Xxx Xxx Title: Chief Executive Officer and Chairman Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. XX XXXXXX, division of Benchmark Investments, LLC By: /s/ Xxxxx Xxxxxx Xxx Xxxxxxxxxx Name: Xxxxx Xxxxxx Xxx Xxxxxxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Supervisory Principal Hongli Group Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-EXHIBIT A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List Form of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3Agreement Lock-1 EXHIBIT A Form of Representative’s Warrant Up 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 [________________, 2023] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M.XX XXXXXX, EASTERN TIMEdivision of Benchmark Investments, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For LLC as Representative of the Purchase Underwriters 000 Xxxxxxx Xxxxxx, 00xx Xxxxx New York, New York 10022 Ladies and Gentlemen: The undersigned understands that XX Xxxxxx, division of [_____] Shares Benchmark Investments, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Hongli Group Inc., a Cayman Islands corporation (the “Company”), providing for the public offering (the “Public Offering”) of Common Stock ordinary shares, par value $0.0001 per share, of Intellicheck Mobilisa, Inc.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, INTELLICHECK MOBILISADIGITAL BRANDS GROUP, INC. By: /s/ Xxxxxx Xxxxxx Jxxx Xxxxxxx Xxxxx XX Name: Xxxxxx Xxxxxx, PhD Jxxx Xxxxxxx Xxxxx XX Title: President & 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: AEGIS CAPITAL CORP. ALEXANDER CAPITAL, L.P. By: /s/ Xxxxx Jxxxxxxx Xxxxxx Name: Xxxxx Jxxxxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaDIGITAL BRANDS GROUP, Inc. INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 Alexander Capital, L.P. 18,694,900 Revere Securities, LLC 18,694,900 TOTAL 2,617,000 392,550 Sch. 1-1 37,389,800 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 37,389,800 Number of Option Shares: 392,550 5,608,470 Public Offering Price per Firm Share $0.25 Public Offering Price per Option Share $0.25 Underwriting Discount per Firm Share $0.01875 Underwriting Discount per Option Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 0.01875 Proceeds to Company per Firm Share (before expenses): $0.744 0.23125 Proceeds to Company per Option Share (before expenses): $0.23125 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 None EXHIBIT A Form of Representative’s Underwriters’ Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) COMMENCEMENT OF SALES OF THE OFFERING TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. ALEXANDER CAPITAL, L.P., OR AN UNDERWRITER A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. ALEXANDER CAPITAL, L.P., OR OF ANY SUCH UNDERWRITER UNDERWRITERS OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]November 1, 2022. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM May 5, 2027.1 PURCHASE WARRANT FOR THE DATE PURCHASE OF EFFECTIVENESS 1,495,592 SHARES OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck MobilisaOF DIGITAL BRANDS GROUP, Inc.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, INTELLICHECK MOBILISA, INCJK ACQUISITION CORP. By: /s/ Xxxxxx Xxxxxx Name: Jxxxx X. Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of Accepted on the date first written above mentionedwritten. FXXXXX, BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as Representative a representative of the several Underwriters named on in Schedule 1 heretoI annexed hereto By: AEGIS CAPITAL Name: Title: 28 SCHEDULE I JK ACQUISITION CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total 9,666,666 Units Number of Firm Shares Units Underwriters to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co, Inc. Maxim Group LLC 9,666,666 EXHIBIT A Form JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFJK Acquisition Corp. (“JKAC”), AGREES THAT IT WILL NOT SELLdated , TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, TRANSFERinitially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, ASSIGNBxxxx Wxxxx, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (DEFINED BELOWthe “Claim”) TO ANYONE OTHER THAN and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (I“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) AEGIS CAPITAL CORPto the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERINGFor and in consideration of JKAC engaging the services of the undersigned, OR the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (IIthe “Claim”) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORPand hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERPrint Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. VOID AFTER 5:00 P.M.Notwithstanding the foregoing, EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. COMMON STOCK PURCHASE WARRANT For the Purchase Print Name of [_____] Shares Officer/Director Authorized Signature of Common Stock of Intellicheck Mobilisa, Inc.Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect 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, INTELLICHECK MOBILISA, INCSQL TECHNOLOGIES CORP. (D/B/A SKY TECHNOLOGIES) By: /s/ Xxxxxx Xxxxxx Jxxx Xxxxx Name: Xxxxxx Xxxxxx, PhD Jxxx 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: AEGIS CAPITAL CORP. THE BENCHMARK COMPANY, LLC By: /s/ Jxxx X. Xxxxx Xxxxxx III Name: Jxxx X. Xxxxx Xxxxxx III Title: Head of Investment Banking Senior Managing Director [Signature Page] Intellicheck mobilisa, Inc. SIGNATURE PAGE]SQL TECHNOLOGIES CORP. – Underwriting Agreement 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 Aegis Capital Corp 2,617,000 392,550 The Benchmark Company, LLC . 1,650,000 247,500 TOTAL 2,617,000 392,550 1,650,000 247,500 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 1,650,000 Number of Option Shares: 392,550 247,500 Public Offering Price per Share: $0.80 14.00 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 0.98 Proceeds to Company per Share (before expenses): $0.744 13.02 Sch. 2-1 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] . Sch. 2-2 SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-3 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx [***] Sch. 3-1 SCHEDULE 4 [***] Sch. 4-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFEx. A-1 EXHIBIT B Lock-Up Agreement [ ], AGREES THAT IT WILL NOT SELL2022 The Benchmark Company, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLLLC 100 X. 00xx Xxxxxx, TRANSFER00xx Xxxxx Xxx Xxxx, ASSIGNXX 00000 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below. Ladies and Gentlemen: The undersigned understands that The Benchmark Company, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE LLC (DEFINED BELOWthe “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) TO ANYONE OTHER THAN with SQL Technologies Corp. (Id/b/a Sky Technologies), a corporation formed under the laws of the State of Florida (collectively with its subsidiaries and affiliates the “Company”), providing for the initial public offering (the “Public Offering”) AEGIS CAPITAL 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: EXHIBIT C Form of Press Release SQL TECHNOLOGIES CORP. OR AN UNDERWRITER OR (D/B/A SELECTED DEALER IN CONNECTION WITH THE OFFERINGSKY TECHNOLOGIES) [Date] SQL Technologies Corp. (d/b/a Sky Technologies) (the “Company”) announced today that The Benchmark Company, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORPLLC, 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. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO The [waiver] [release] will take effect on _________, 20_______] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT], and the shares may be sold on or after such date. VOID AFTER 5:00 P.M.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, EASTERN TIMEand 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, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.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, INTELLICHECK MOBILISA, INC. CYTOSORBENTS CORPORATION By: /s/ Xxxxxx Xxxxxx Xxxxxxx Xxxx Name: Xxxxxx Xxxxxx, PhD Xxxxxxx Xxxx Title: Chief Executive Officer President and CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. BREAN CAPITAL, LLC By: /s/ Xxxxx Xxxxxxx Xxxxxx Name: Xxxxx Xxxxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaManaging Director X.X. XXXXXXXXXX AND CO., Inc. – Underwriting Agreement LLC By: /s/ Xxxx X. Viklund Name: Xxxx X. Viklund Title: CEO SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to Underwriter Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 be Purchased Brean Capital, LLC 625,000 93,750 X. X. Xxxxxxxxxx & Co., LLC 375,000 56,250 MLV & Co. LLC 125,000 18,750 Xxxxxxxx Capital, Inc. 62,500 9,375 WBB Securities, LLC 62,500 9,375 TOTAL 2,617,000 392,550 Sch. 1-1,250,000 187,500 Schedule 1 SCHEDULE 2-A 2 -A Pricing Information Number of Firm Shares: 2,617,000 1,250,000 Number of Option Shares: 392,550 187,500 Public Offering Price per Shareshare: $0.80 8.25 Underwriting Discount per Shareshare: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 0.495 Schedule 2-B A SCHEDULE 2 -B Issuer General Use Free Writing Prospectuses [None.] Sch. Schedule 2-2 B SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xx Xxxxx X. X. Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 Xxxxxxx Xxxxxxxx Block Xxxxxx Xxxxxxx NJTC Investment Fund LP Schedule 3 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF[Circulated under separate cover. ] EXHIBIT B Form of Lock-Up Agreement [Circulated under separate cover.] EXHIBIT C Form of Press Release CYTOSORBENTS CORPORATION [Date] CYTOSORBENTS CORPORATION (the “Company”) announced today that Brean Capital, AGREES THAT IT WILL NOT SELLLLC, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLacting as underwriter in the Company’s recent public offering of shares of the Company’s common stock, 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 is [________________waiving] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [___________________certain officers or directors] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]an officer or director] of the Company. COMMON STOCK PURCHASE WARRANT For The [waiver] [release] will take effect on , 20 , and the Purchase shares may be sold on or after such date. This press release is not an offer or sale of [_____] Shares 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 Common Stock of Intellicheck Mobilisa1933, Inc.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, INTELLICHECK MOBILISARENNOVA HEALTH, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule I hereto: AEGIS CAPITAL CORP, By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Head of Investment Banking RENNOVA HEALTH, INC,- UNDERWRITING AGREEMENT 35 If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, RENNOVA HEALTH, INC. By:______________________________ Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CAPITAL, CORP. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaRENNOVA HEALTH, Inc. – Underwriting Agreement INC - UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares Series A Units to be Purchased Total Number of Firm Series B Units to be Purchased Number of Option Shares and/or Option Preferred Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Option Warrants to be Purchased if the Over- Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 Corp. 645,161 9,000 96,774 Option Shares and 1,350 Option Preferred Shares 967,742 SCHEDULE 2-A Pricing Information Number of Firm SharesSeries A Units: 2,617,000 645,161 Number of Firm Series B Units: 9,000 Number of Option Shares: 392,550 Public 96,774 Number of Option Preferred Shares: 1,350 Number of Option Warrants: 967,742 Offering Price per ShareFirm Series A Unit: $0.80 1.55 Offering Price per Firm Series B Unit: $1,000.00 Underwriting Discount per ShareFirm Series A Unit: $0.056 0.1085 Underwriting Non-accountable expense allowance Discount per ShareFirm Series B Unit: $0.008 70.00 Proceeds to Company per Share Firm Series A Unit (before expenses): $0.744 1.4415 Proceeds to Company per Firm Series B Unit (before expenses): $930.00 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 Free Writing Prospectus filed with the Commission on December 7, 2015 SCHEDULE 3 List of Lock-Up Parties Xxx X. Xxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxx Dr. Xxxx Xxxxxxxx Xxxxxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxx Xxxx X. Xxxxxxxx Xxxxxx Xxx Xxxxx Xxxx X. Xxxxx Xxxxxxx Xxxxx SchAella Ltd. Epizon Ltd. Xx. 3-1 Xxxxxx X. Mendolia Xxxxxxxxx Xxxx, III Xxxxxx Xxxxxxxxx EXHIBIT A Form of Representative’s Warrant Lock-Up Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFRennova Health, 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 [Inc. Public Offering of Common Stock and Warrants ________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT], 2015 Aegis Capital Corp. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Rennova Health, Inc., a Delaware corporation (the “Company”), and you, the representative of the several underwriters named therein (the “Representative”), relating to an underwritten public offering (the “Offering”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), and warrants to purchase Common Stock. VOID AFTER 5:00 P.M.In order to induce you to enter into the Underwriting Agreement, EASTERN TIMEthe undersigned will not, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For without prior written consent of the Purchase Representative, offer, sell, contract to sell, pledge or otherwise transfer or dispose of [_____] Shares (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder (the “Exchange Act”) with respect to, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for Common Stock, or publicly announce an intention to effect any such transaction, for a period from the date hereof until, and including the date that is 90 days after the date of Intellicheck Mobilisa, Inc.the Underwriting Agreement (the “Lock-Up Period”). The restrictions described in the foregoing sentence shall not apply to:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISAADITXT, INC. By: /s/ Xxxxxx Xxxxxx Amro Xxxxxxx Name: Xxxxxx Xxxxxx, PhD Amro Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. REVERE SECURITIES, LLC By: /s/ Xxxxx Xxxxxx X. XxXxxxxxx Name: Xxxxx Xxxxxx X. XxXxxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 REVERE SECURITIES, LLC 2,833,333 TOTAL 2,617,000 392,550 Sch. 1-1 2,833,333 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 2,833,333 Public Offering Price per Share: $0.80 1.50 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 0.12 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, 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, INTELLICHECK MOBILISACERES, INC. By: /s/ Xxxxxx Xxxxxx Rxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxx, PhD Rxxxxxx Xxxxxxxx Title: President & Chief Executive Officer By: /s/ Pxxx Xxx Name: Pxxx Xxx Title: Chief Executive Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Xxxxx Dxxxx Xxxxxx Name: Xxxxx Dxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaCeres, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 Corp. 20,000.000 3,000,000 TOTAL 2,617,000 392,550 20,000,000 3,000,000 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 20,000,000 Number of Option Shares: 392,550 3,000,000 Public Offering Price per Share: $0.80 1.00 Proceeds paid by affiliates of the Company: $4,000,000 Underwriting Discount per Share: $0.056 0.0555 Underwriting Non-accountable expense allowance per Share: $0.008 0.01 Proceeds to Company per Share (before accountable expenses): $0.744 0.9345 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [Free Writing Prospectus, dated March 4, 2014. SCHEDULE 2-C Written Testing-the-Waters Communications None.] . Sch. 2-2 1 SCHEDULE 3 List of Lock-Up Parties Rxxxxxx Xxxxxxxx Pxxx Xxx Wxxxxxxxx van Assche Rxxxx Xxxxxxx Wxxxxx De Logi Txxxxx Xxxxx Cxxxxx X. Xxxxxx Xxxxxx Xxxxxx Xxxxxx Exxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE CLOSING DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT MARCH 4, 2015 AND IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]MARCH 4, 2019. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] 480,000 Shares of Common Stock of Intellicheck MobilisaCeres, 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, INTELLICHECK MOBILISAPOLAR POWER, INC. By: /s/ Xxxxxx Xxxxxx Axxxxx X. Xxxx Name: Xxxxxx Xxxxxx, PhD Axxxxx X. Xxxx Title: Chief Executive Officer President and CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY LLC By: /s/ Xxxxx Xxxxxx Exxx Xxxx Name: Xxxxx Xxxxxx Exxx Xxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaPOLAR POWER, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre-Funded Warrants to be Purchased Total Number of Option Shares and/or Option Pre-Funded Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 ThinkEquity LLC 4,000,000 0 600,000 TOTAL 2,617,000 392,550 4,000,000 0 6000,000 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 4,000,000 Number of Firm Pre-Funded Warrants: 0 Number of Option SharesShares and/or Option Pre-Funded Warrants: 392,550 600,000 Public Offering Price per Share: $0.80 0.40 Public Offering Price per Pre-Funded Warrant: $0.3999 Underwriting Discount per Share: $0.056 0.024 Underwriting NonDiscount per Pre-accountable expense allowance per ShareFunded Warrant: $0.008 0.024 Proceeds to Company per Share (before expenses): $0.744 0.376 Proceeds to Company per Pre-Funded Warrant (before expenses): $0.3579 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] N/A Sch. 2-2 SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-3 SCHEDULE 3 List of Lock-Up Parties Officers and Directors: Axxxxx X. Xxxx Lxxx Xxxxxx Kxxxx Xxxxxxxx Pxxxx Xxxxx Kxxxxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFPOLAR POWER, AGREES THAT IT WILL NOT SELLINC. Warrant Shares: _______ Issue Date: ____, TRANSFER OR ASSIGN 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL(the “Warrant”) certifies that, TRANSFERfor value received, 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 DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M.or its assigns (the “Holder”) is entitled, EASTERN TIMEupon 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 Polar Power, Inc., a Delaware corporation (the “Company”), up to ___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares _ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of Intellicheck Mobilisaone share of Common Stock under this Warrant shall be equal to the Exercise Price, Inc.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 Representative and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISA, INCSXXXXX ONLINE ENTERTAINMENT LIMITED By: Name: Title: Accepted on the date first above written. ICM CAPITAL MARKETS LTD. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-EXHIBIT A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-FORM OF REPRESENTATIVE’S WARRANT EXHIBIT B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [___________ __, 20____] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M._ ICM Capital Markets Ltd. 800 Xxxxxxx Xxxxxx, EASTERN TIME00xx Xxxxx Xxx Xxxx, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For XX 00000 Ladies and Gentlemen: The undersigned understands that ICM Capital Markets Ltd. (the Purchase “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Sxxxxx Online Entertainment Limited, a Cayman Islands exempted limited liability company (the “Company”), providing for the public offering (the “Public Offering”) by the Underwriters named in the Underwriting Agreement of [_____●] American Depositary Shares (“ADSs”) representing [●] ordinary shares (“Securities”), par value $0.00249 per share, of Common Stock the Company. 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 Intellicheck Mobilisathe Representative, Inc.it 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 ADSs or capital stock of the Company including ordinary shares (“Ordinary Shares”) or any securities convertible into or exercisable or exchangeable for such ADSs or capital stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such ADSs or capital stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Company capital stock or such other securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may transfer Ordinary Shares held by the undersigned without the prior consent of the Representative in connection with (a) transactions relating to Ordinary Shares or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Ordinary Shares or other securities acquired in such open market transactions, (b) transfers of Shares or any security convertible into Ordinary Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Ordinary Shares (or ADSs representing the same), shall be required or shall be voluntarily made during the Lock-up Period, (c) transfer of Ordinary Shares to a charity or educational institution, or (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Ordinary Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value. In addition, the undersigned agrees that during the Lock-Up Period, without the prior written consent of the Representative, it will not make any demand for or exercise any right with respect to the registration of any ADSs or Ordinary Shares or any security convertible into or exercisable or exchangeable for such ADSs or Ordinary Shares. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent(s) and/or registrar against the transfer of the undersigned’s securities or Ordinary Shares except in compliance with this Agreement. If (i) the Company issues an earnings release or material news, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, unless the Representative waives such extension. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire Ordinary Shares, or securities exchangeable or exercisable for or convertible into Ordinary Shares, provided that the undersigned does not transfer the Ordinary Shares acquired on such exercise or exchange during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this letter agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares within the Lock-Up Period). The undersigned understands that the Company and the Representative are relying upon this letter agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by the Company, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the ADSs and Ordinary Shares to be sold thereunder this agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name): (Address) EXHIBIT C Opinion of Loeb & Loeb, U.S. Securities Counsel to the Company EXHIBIT D Opinion of Mxxxxx and Cxxxxx, Cayman Islands Counsel to the Company EXHIBIT E Opinion of Shanghai Hui Kun Law Firm, PRC Counsel to the Company EXHIBIT F Opinion of Exxxx, Xxxxxx & Mxxxxx, LLP, Counsel to the Depositary

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the 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 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, INTELLICHECK MOBILISACHINA SHANDONG INDUSTRIES, INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of Accepted on the date first written above mentionedwritten. XXXXXX & XXXXXXX, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of RepresentativeUnderwriter’s Warrant Warrant] EXHIBIT B-1 Lock-Up Agreement THE REGISTERED HOLDER _____________ __, 2010 Xxxxxx & Xxxxxxx, LLC 0000 Xxxxxx xx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx & Xxxxxxx, LLC (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with [NAME OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFCOMPANY]., AGREES THAT IT WILL NOT SELLa [TYPE OF COMPANY](the “Company”), TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER providing for the public offering (the “Public Offering”) by the Underwriter of [_____] shares of common stock ( “Firm Shares”), par value $_____ per share, of the Company (the “Shares”). To induce the Underwriter to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, it 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 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, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares or such other securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may transfer Shares without the prior consent of the Underwriter in connection with (a) transactions relating to Shares or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Shares or other securities acquired in such open market transactions, (b) transfers of Shares or any security convertible into Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Shares, shall be required or shall be voluntarily made during the Lock-up Period, (c) transfer of Shares to a charity or educational institution, or (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value. In addition, the undersigned agrees that during the Lock-Up Period, without the prior written consent of the Underwriter, it will not make any demand for or exercise any right with respect to the registration of any Shares or any security convertible into or exercisable or exchangeable for Shares. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Shares except in compliance with this Agreement. If (i) the Company issues an earnings release or material news, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, unless the Underwriter waives such extension. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares, provided that the undersigned does not transfer the Shares acquired on such exercise or exchange during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this letter agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Shares or any securities convertible into or exercisable or exchangeable for Shares within the Lock-Up Period). The undersigned understands that the Company and the Underwriter are relying upon this letter agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by ____________, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder this agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriter. Very truly yours, [LOCKED UP PARTY] By: Name: Title: EXHIBIT B-2 Lock-Up Agreement _____________ __, 2010 Xxxxxx & Xxxxxxx, LLC 0000 Xxxxxx xx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx & Xxxxxxx, LLC (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with [NAME OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLCOMPANY]., TRANSFERa [TYPE OF COMPANY] (the “Company”), ASSIGNproviding for the public offering (the “Public Offering”) by the Underwriter of [_____] shares of common stock (“Firm Shares”), PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE par value $____ per share, of the Company (DEFINED BELOWthe “Shares”). To induce the Underwriter to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period commencing on the date hereof and ending on the earlier of (1) TO ANYONE OTHER THAN 120 days after the date of the final prospectus relating to the Public Offering (Ithe “Prospectus”) AEGIS CAPITAL CORPand (2) [DATE] (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, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares or such other securities, in cash or otherwise. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERINGNotwithstanding the foregoing, OR the undersigned may transfer Shares without the prior consent of the Underwriter in connection with (IIa) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORPtransactions relating to Shares or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Shares or other securities acquired in such open market transactions, (b) if the undersigned is an individual, transfers of Shares or any security convertible into Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Shares, shall be required or shall be voluntarily made during the Lock-up Period, (c) transfer of Shares to a charity or educational institution, (d) if the undersigned is, or directly or indirectly controls, a corporation, partnership, limited liability company or other business entity, any transfers of Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value, or (e) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer of Shares made by the undersigned (i) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this agreement or (ii) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate of the undersigned and such transfer is not for value. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER[In addition, the undersigned agrees that during the Lock-Up Period and except for the registration statement relating to the Public Offering or any registration statement filed on Form S-3 contemplated by the Registration Rights Agreement, dated ____________, between the Company and, among others, the undersigned, without the prior written consent of the Underwriter, it will not make any demand for or exercise any right with respect to the registration of any Shares or any security convertible into or exercisable or exchangeable for Shares.] The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Shares except in compliance with this Agreement. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [If (i) the Company issues an earnings release or material news, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, unless the Underwriter waives such extension. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares, provided that the undersigned does not transfer the Shares acquired on such exercise or exchange during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this letter agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Shares or any securities convertible into or exercisable or exchangeable for Shares within the Lock-Up Period). The undersigned understands that the Company and the Underwriter are relying upon this letter agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by ________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT], or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder this agreement shall be void and of no further force or effect. VOID AFTER 5:00 P.M.Whether or not the Public Offering actually occurs depends on a number of factors, EASTERN TIMEincluding market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriter. Very truly yours, [___________________LOCKED UP PARTY] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.By: Name: Title:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, INTELLICHECK MOBILISASECOND SIGHT MEDICAL PRODUCTS, INC. By: /s/ Xxxxxx Xxxxxx By:/s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxx, PhD Xxxxxxx X. Xxxxxxx Title: Chief Executive Officer Board Member and Acting CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Xxxxx Xxxxxx THINKEQUITY A Division of Fordham Financial Management, Inc. By:/s/ Xxxx Xxxx Name: Xxxxx Xxxxxx Xxxx Xxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number ThinkEquity, a division of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 Fordham Financial Management, Inc. 7,500,000 TOTAL 2,617,000 392,550 Sch. 1-1 7,500,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 7,500,000 Public Offering Price per Share: $0.80 1.00 Underwriting Discount per Share: $0.056 0.075 Underwriting Nonnon-accountable expense allowance per Share: $0.008 0,01 Proceeds to Company per Share (before expenses): $0.744 0.915 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 FWP filed on April 29, 2020 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 XXXXXXX XXXXXXX XXXX XXXXX XXXXXXX XXXXXXX XXXX XXXXXXXX XXXXXXX XXXX XXXXX XXXXXXXXXX EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITING AGREEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. 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 AEGIS CAPITAL CORP. THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR 180 DAYS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENTUNDERWRITING AGREEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENTUNDERWRITING AGREEMENT]. WARRANT TO PURCHASE COMMON STOCK PURCHASE WARRANT For the Purchase of [SECOND SIGHT MEDICAL PRODUCTS, INC. Warrant Shares: _____] 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 date of the Underwriting Agreement (as defined herein) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Second Sight Medical Products, Inc., a California corporation (the “Company”), up to ______ shares of Common Stock, no par value, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock of Intellicheck Mobilisaunder this Warrant shall be equal to the Exercise Price, Inc.as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page FollowsRemainder of page intentionally left blank] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISA, INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL AUSTRALIA ACQUISITION CORP. By: /s/ Xxxxx Xxxxxx E. Xxxxxxx Xxxxxxxx Name: Xxxxx Xxxxxx E. Xxxxxxx Xxxxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaExecutive Vice President Accepted on the date first above written. XXXXX & COMPANY CAPITAL MARKETS, Inc. – Underwriting Agreement LLC By: /s/ Xxxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxxx Title: President & Chief Executive Officer SCHEDULE 1 I AUSTRALIA ACQUISITION CORP. 6,400,000 Units Underwriter Total Number of Firm Shares Units to be Purchased Number of Option Shares to be Purchased if the OverXXXXX & COMPANY CAPITAL MARKETS, LLC 5,620,500 I-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 SchBANKERS SECURITIES, INC. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch200,000 EARLYBIRD CAPITAL, INC. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) 438,500 AEGIS CAPITAL CORP. OR AN UNDERWRITER OR 141,000 TOTAL 6,400,000 EXHIBIT A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER FORM OF AEGIS CAPITAL TARGET BUSINESS LETTER AUSTRALIA ACQUISITION CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERGentlemen: Reference is made to the Final Prospectus of Australia Acquisition Corp. (the “Company”), dated November 15, 2010 (the “Prospectus”). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. VOID AFTER 5:00 P.M.We have read the Prospectus and understand that the Company has established the Trust Account, EASTERN TIMEinitially in an amount of at least $64,640,000 for the benefit of the Public Shareholders and the Underwriters of the Company’s initial public offering (the “Underwriters”) and that, [except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event they elect to redeem their public shares in connection with the consummation of a Business Transaction, (ii) to the Public Shareholders if the Company fails to consummate a Business Transaction within 21 months from the date of the Prospectus or (iii) to the Company after or concurrently with the consummation of a Business Transaction. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Transaction with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. ___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares ___________ Print Name of Common Stock Target Business ___________________________________ Authorized Signature of Intellicheck MobilisaTarget Business EXHIBIT B FORM OF VENDOR LETTER AUSTRALIA ACQUISITION CORP. Gentlemen: Reference is made to the Final Prospectus of Australia Acquisition Corp. (the “Company”), Inc.dated November 15, 2010 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $64,640,000 for the benefit of the Public Shareholders and the Underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event they elect to redeem their public shares in connection with the consummation of a Business Transaction, (ii) to the Public Shareholders if the Company fails to consummate a Business Transaction within 21 months from the date of the Prospectus or (iii) to the Company after or concurrently with the consummation of a Business Transaction. For and in consideration of the Company agreeing to engage the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against the Trust Account for any reason whatsoever. _______________________________ Print Name of Vendor _______________________________ Authorized Signature of Vendor

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, INTELLICHECK MOBILISACEA ACQUISITION CORPORATION By: Name: J. Xxxxxxx Xxxxxxxx, Jr. Title: Chairman of the Board Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement Chairman 30 SCHEDULE 1 I CEA ACQUISITION CORPORATION 3,500,000 Units Underwriter Total Number of Firm Shares Units to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EarlyBirdCapital, Inc. 1,900,000 GunnAllen Financial, Inc. 1,000,000 Ladenburg Xxxxxxxx & Co. Inc. 300,000 Maxim Group LLC 300,000 3,500,000 31 EXHIBIT A Form TO UNDERWRITING AGREEMENT CEA Acquisition Corporation 000 Xxxx Xxxxxxx Xxxxxxxxx Suite 3300 Tampa, Florida 33602 Gentlemen: Reference is made to the Final Prospectus of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFCEA Acquisition Corporation ("CEAC"), AGREES THAT IT WILL NOT SELLdated , TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL2004 ("Prospectus"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that CEAC has established the Trust Fund, TRANSFERinitially in an amount of $ for the benefit of the Public Stockholders and that CEAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of CEAC or (ii) to CEAC after it consummates a Business Combination. For and in consideration of CEAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, ASSIGNthe undersigned hereby agrees that it does not have any right, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE title, interest or claim of any kind in or to any monies in the Trust Fund (DEFINED BELOW"Claim") and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with CEAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business 32 EXHIBIT B TO ANYONE OTHER THAN UNDERWRITING AGREEMENT CEA Acquisition Corporation 000 Xxxx Xxxxxxx Xxxxxxxxx Suite 3300 Tampa, Florida 33602 Gentlemen: Reference is made to the Final Prospectus of CEA Acquisition Corporation (I"CEAC"), dated , 2004 ("Prospectus"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that CEAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that CEAC may disburse monies from the Trust Fund only (i) AEGIS CAPITAL CORPto the Public Stockholders in the event of the redemption of their shares or the liquidation of CEAC or (ii) to CEAC after it consummates a Business Combination. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERINGFor and in consideration of CEAC engaging the services of the undersigned, OR the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (II"Claim") A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORPand hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with CEAC and will not seek recourse against the Trust Fund for any reason whatsoever. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERPrint Name of Lender Authorized Signature of Lender 33 EXHIBIT C TO UNDERWRITING AGREEMENT CEA Acquisition Corporation 000 Xxxx Xxxxxxx Xxxxxxxxx Suite 3300 Tampa, Florida 33602 Gentlemen: The undersigned officer or director of CEA Acquisition Corporation ("CEAC") hereby acknowledges that CEAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that CEAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of CEAC or (ii) to CEAC after it consummates a Business Combination. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund ("Claim") and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with CEAC and will not seek recourse against the Trust Fund for any reason whatsoever. VOID AFTER 5:00 P.M.Notwithstanding the foregoing, EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]such waiver shall not apply to any shares acquired by the undersigned in the public market. COMMON STOCK PURCHASE WARRANT For the Purchase Print Name of [_____] Shares Officer/Director Authorized Signature of Common Stock of Intellicheck Mobilisa, Inc.Officer/Director 34 QuickLinks

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, INTELLICHECK MOBILISA, INC. BRERA HOLDINGS PLC By: /s/ Xxxxxx Xxxxxx X. XxXxxxx Name: Xxxxxx Xxxxxx, PhD X. XxXxxxx Title: Chief Executive Officer Chairman Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. REVERE SECURITIES, LLC By: /s/ Xxxxx Xxxxxx XxXxxxxxx Name: Xxxxx Xxxxxx XxXxxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement Managing Director SCHEDULE 1 UNDERWRITERS 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 Aegis Capital Corp 2,617,000 392,550 Revere Securities, LLC 1,500,000 225,000 TOTAL 2,617,000 392,550 Sch. 1-1 1,500,000 225,000 SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: 2,617,000 1,500,000 Number of Option Shares: 392,550 225,000 Public Offering Price per Firm Share: $0.80 $ 5.00 Public Offering Price per Option Share: $ 5.00 Underwriting Discount per Firm Share: $0.056 $ 0.35 Underwriting Non-accountable expense allowance Discount per Option Share: $0.008 $ 0.35 Proceeds to Company per Firm Share (before expenses): $0.744 $ 4.65 Proceeds to Company per Option Share (before expenses): $ 4.65 SCHEDULE 2-B 3 Issuer General Use Free Writing Prospectuses [None.] Sch. 242 SCHEDULE 4 Written Testing-2 the-Waters Communications None. SCHEDULE 3 5 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Parties1

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, INTELLICHECK MOBILISAALFI, INC. By: /s/ Xxxxxx Xxxxxx Xxxx Xxxxxxx Name: Xxxxxx Xxxxxx, PhD Xxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS KINGSWOOD CAPITAL CORP. MARKETS, division of Benchmark Investments, Inc. By: /s/ Xxxxx Xxxxxx Xxx Xxxxxxxxxx Name: Xxxxx Xxxxxx Xxx Xxxxxxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaSupervisory Principal ALFI, Inc. INC. – Underwriting Agreement UNDERWRITING AGREEMENT 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 Aegis Kingswood Capital Corp 2,617,000 392,550 Markets, division of Benchmark Investments, Inc. 3,003,417 186,567 Revere 481,927 - WestPark 246,000 - TOTAL 2,617,000 392,550 Sch. 1-1 3,731,344 186,657 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 3,731,344 Number of Firm Warrants: 3,731,344 Number of Option Shares: 392,550 559,701 Number of Option Warrants: 559,701 Public Offering Price per Firm Share: $0.80 4.02 Public Offering Price per Firm Warrant: $0.13 Public Offering Price per Option Share: $4.02 Public Offering Price per Option Warrant: $0.13 Underwriting Discount per Firm Share: $0.056 0.3216 Underwriting Discount per Firm Warrant: $0.0104 Underwriting Discount per Option Share: $0.3216 Underwriting Discount per Option Warrant: $0.0104 Proceeds to Company per Firm Share (before expenses): $3.6984 Proceeds to Company per Firm Warrant (before expenses): $0.1196 Proceeds to Company per Option Share (before expenses): $3.6984 Proceeds to Company per Option Warrant (before expenses): $0.1196 Underwriting Non-accountable expense allowance per Firm Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 0.0402 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Prospectuses

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISARXXXXX PHARMACEUTICALS, INC. By: /s/ Xxxxxx Axxxxx X. Xxxxxx Name: Axxxxx X. Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Co - Founder & President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Xxxxx Dxxxx Xxxxxx Name: Xxxxx Dxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Class A Units Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Class B Units Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 Corp. 34,550,000 9,180 Number of Overallotment Shares Number of Overallotment Warrants 8,625,000 8,625,000 SCHEDULE 2-A Pricing Information Number of Firm SharesClass A Units: 2,617,000 34,550,000 Number of Class B Units: 9,180 Number of Option Shares: 392,550 8,625,000 Number of Option Warrants: 8,625,000 Public Offering Price per ShareClass A Unit: $0.80 0.40 Underwriting Discount per ShareClass A Unit: $0.056 Underwriting Non-accountable expense allowance 0.028 Public Offering Price per ShareClass B Unit: $0.008 Proceeds to Company 1,000.00 Underwriting Discount per Share (before expenses): Class B Unit: $0.744 70.00 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Prospectuses

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISAKUBIENT, INC. By: /s/ Xxxxxx Xxxxxx Pxxx Xxxxxxx Name: Xxxxxx Xxxxxx, PhD Pxxx Xxxxxxx Title: Interim 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: AEGIS CAPITAL CORP. MAXIM GROUP LLC By: /s/ Xxxxx Cxxxxxxx X. Xxxxxx Name: Xxxxx Cxxxxxxx X. Xxxxxx Title: Head of Executive Managing Director, Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement JXXXXX XXXXXX & CO. LLC By: /s/ Sxxxxxx X. Xxxxx Sxxxxxx X. Xxxxx President SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 N/A Maxim Group, LLC 1,764,706 264,706 Jxxxxx Xxxxxx & Co. LLC 1,764,705 264,705 Totals SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 3,529,411 Number of Option Shares: 392,550 529,411 Public Offering Price per Firm Share: $0.80 5.10 Public Offering Price per Option Share: $5.10 Underwriting Discount per Firm Share: $0.056 .3315 Underwriting Non-accountable expense allowance Discount per Firm Share: $0.008 .3315 Proceeds to Company per Firm Share (before expensesexpenses and credit): $0.744 4.7685 Proceeds to Company per Option Share (before expenses and credit): $4.7685 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. None SCHEDULE 2-2 C Written Testing-the-Waters Communications None SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Officers: Jxxxxx Xxxxx Pxxx Xxxxxxx Xxxxxx Cxxxxxxxxxx Xxxxxxx Pxxxx Xxxxxxxx Cxxxxxxxxxx Xxxxxxx Directors: Pxxxx Xxxxxxx Xxxxxx, Xx. Gxxxxxx Xxxx Xxxxxx Exxxxxxxx XxXxxxx Jxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 Cxxxxxxxxxx X. “Txxx” Sxxxx EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFReference is made to Exhibit 4.2 to the Registration Statement on Form S-1 (File Number 333-251531) of the Company, AGREES THAT IT WILL NOT SELLwhich is incorporated by reference. Exhibit A EXHIBIT B Form of Lock-Up Agreement Lock-Up Agreement December __, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL2020 Maxim Group LLC The Chrysler Building 400 Xxxxxxxxx Xxx Xxx Xxxx, TRANSFERXX 00000 -and- Jxxxxx Xxxxxx & Co., ASSIGNLLC 30 Xxxxx Xxxxxx, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 As Co-Representatives of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned is an owner of shares of common stock, par value $0.00001 per share (DEFINED BELOWthe “Common Shares”), of Kubient, Inc., a Delaware corporation (the “Company”) TO ANYONE OTHER THAN or of securities convertible into or exchangeable for Common Shares of the Company. The undersigned understands that Maxim Group LLC and Jxxxxx Xxxxxx & Co. LLC (Icollectively the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) AEGIS CAPITAL CORPwith the Company, providing for the public offering (the “Public Offering”) of Common Shares. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERINGTo induce the Representative to continue its efforts in connection with the Public Offering, OR and in consideration of the good and valuable consideration received by the undersigned, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the date of the Underwriting Agreement relating to the Public Offering (IIthe “Lock-Up Period”), (1) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORPoffer for sale, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or securities convertible into or exercisable or exchangeable for Common Shares (including, without limitation, Convertible Promissory Notes or Common Shares and other securities issuable upon conversion of Convertible Promissory Notes or upon exercise of any options or warrants or Common Shares that may otherwise be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission) (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 benefits or 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 (including any rights to receive notice of the Public Offering); or (4) publicly disclose the intention to do any of the foregoing during the Lock-Up Period. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERNotwithstanding 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 the Public Offering or in open market transactions or after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the undersigned or a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned, or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement, and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of Common Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Common Shares or any securities convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within 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 Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period, and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO 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 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 hereby represents and warrants that it has full power, capacity, and authority to enter into this Lock-Up Agreement. 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, 2021, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representatives. Very truly yours, For Individuals For Entities Name of Individual Name of Entity Signature of Individual Signature of Authorized Person Date Print Name of Authorized Person Print Title of Authorized Person Date Exhibit B EXHIBIT C Form of Press Release Kubient, Inc. [Date] Kubient, Inc. (the “Company”) announced today that Jxxxxx Xxxxxx & Co., LLC, acting as representative for the underwriters in the Company’s recent public offering of common stock of the Company. The [waiver] [release] will take effect on _________, 20_______] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT], and the shares may be sold on or after such date. VOID AFTER 5:00 P.M.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, EASTERN TIMEand 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, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.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, INTELLICHECK MOBILISA, INC. GREENBOX POS By: /s/ Xxxxxx Xxxxxx Fxxxx Xxxxx Name: Xxxxxx Xxxxxx, PhD Fxxxx 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: AEGIS KINGSWOOD CAPITAL CORP. MARKETS, division of Benchmark Investments, Inc. By: /s/ Xxxxx Xxxxxx Sxx Xxxxxxxxxx Name: Xxxxx Xxxxxx Sxx Xxxxxxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. Supervisory Principal GreenBox POS – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Kingswood Capital Corp 2,617,000 392,550 Markets, division of Benchmark Investments, Inc. 4,100,000 622,500 R.X. Xxxxxxxx & Co. 50,000 0 TOTAL 2,617,000 392,550 Sch. 1-1 4,150,000 622,500 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 4,150,000 Number of Option Shares: 392,550 622,500 Public Offering Price per Firm Share: $0.80 10.50 Public Offering Price per Option Share: $10.50 Underwriting Discount per Firm Share: $0.056 0.7875 Underwriting Non-accountable expense allowance Discount per Option Share: $0.008 0.7875 Proceeds to Company per Firm Share (before expenses): $0.744 9.7125 Proceeds to Company per Option Share (before expenses): $9.7125 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] 31 If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISAURBAN-GRO, INC. By: /s/ Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxx, PhD Xxxxxxx 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: AEGIS CAPITAL CORP. THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Xxxxx Xxxxxx Xxxx Xxxx Name: Xxxxx Xxxxxx Xxxx Xxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaurban-gro, 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 Aegis Capital Corp 2,617,000 392,550 ThinkEquity, a division of Fordham Financial Management, Inc. . 5,400,000 810,000 TOTAL 2,617,000 392,550 5,400,000 810,000 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 5,400,000 Number of Option Shares: 392,550 810,000 Public Offering Price per Share: $0.80 10.00 Underwriting Discount per Share: $0.056 0.64 Underwriting Non-accountable expense allowance per Share: $0.008 0.00 Proceeds to Company per Share (before expenses): $0.744 9.36 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. SCHEDULE 2-2 C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxxxxxxx Xxxxx X. Xxxxxxx Xxxxx Xxxxx Xxxxx X. Xxxx Xxxxx X. Xxxxx Xxxxxxx Xxxxx Sch. 3-1 Xxxxxxxxx EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. 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 AEGIS CAPITAL CORP. THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR 180 DAYS FROM THE EFFECTIVE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENTOFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENTOFFERING]. WARRANT TO PURCHASE COMMON STOCK PURCHASE WARRANT For the Purchase of [URBAN-GRO, INC. Warrant Shares: _____] Shares __ Initial Exercise Date: ______, 2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(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 urban-gro, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock of Intellicheck Mobilisaunder this Warrant shall be equal to the Exercise Price, Inc.as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Placement Agent and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISA, INCNANO DIMENSION LTD. By: /s/ Xxxxxx Xxxxxx Xxxx Xxxxxxx Name: Xxxxxx Xxxxxx, PhD Xxxx Xxxxxxx Title: Chief Executive Financial Officer Confirmed as of the date first written above mentioned: THINKEQUITY A Division of Fordham Financial Management, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. Inc. By: /s/ Xxxxx Xxxxxx Xxxx Xxxx Name: Xxxxx Xxxxxx Xxxx Xxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number List of Firm Shares to be Purchased Number of Option Shares to be Purchased if the OverLock-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 SchUp Parties Xxxx Xxxxxxx Xxxxx Xxxxxxx-Fried Xxxx Xxxx Xxxxx Xxxxx Xxxx Xxxxxxxxx Xxxxxxxxxxx Xxxxx Xxxx Xxxxx Xxxx Xxxxx Xxxx Xxxxxxx Xx. 1-1 Xxxx Xxxxxx Xxx Xxxxx SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering 11,960,160 Price per Share: $0.80 Underwriting Discount 5.00 Placement Agent Cash Fee per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 0.175 Proceeds to Company per Share (before expenses): $0.744 4.825 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Securities Purchase Agreement THE REGISTERED HOLDER OF THIS SECURITIES PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFAGREEMENT This Securities Purchase Agreement (this” Agreement”) is dated as of November 29, AGREES THAT IT WILL NOT SELL2020, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLbetween Nano Dimension Ltd., TRANSFERa company organized under the laws of Israel (the” Company”), ASSIGNand each purchaser identified on the signature pages hereto (each, 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 OFFERINGincluding its successors and assigns, 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 DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For a “Purchaser” and collectively the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.“Purchasers”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [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, INTELLICHECK MOBILISAHEAT BIOLOGICS, INC. By: /s/ Xxxxxx Xxxxxx Jxxxxxx Xxxx Name: Xxxxxx Xxxxxx, PhD Jxxxxxx Xxxx Title: Chief Executive Officer Chairman, CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. A.G.P./ALLIANCE GLOBAL PARTNERS By: /s/ Xxxxx Xxxxxx Txxxxx X. Xxxxxxx Name: Xxxxx Xxxxxx Txxxxx Xxxxxxx Title: Head of Managing Director, Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Option Firm Warrants to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 by the Representative Number of Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative A.G.P./Alliance Global Partners 8,000,000 4,000,000 1,200,000 600,000 TOTAL 2,617,000 392,550 Sch. 1-1 8,000,000 4,000,000 1,200,000 600,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 8,000,000 Number of Firm Warrants: 4,000,000 Number of Option Shares: 392,550 1,200,000 Number of Option Warrants: 600,000 Public Offering Price per Firm Share: $0.80 1.49 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $1.65 Underwriting Discount per Firm Share: $0.056 0.1043 Underwriting Non-accountable expense allowance Discount per ShareFirm Warrant: $0.008 0.0007 Proceeds to Company per Firm Share (before expenses): $0.744 1.3857 Proceeds to Company per Firm Warrant (before expenses): $0.0093 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] . Sch. 2-2 1 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Jxxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Jxxx Xxxxxxxx, Ph.D. Axx Xxxxx, M.B.A. Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Aristar Capital (f/k/a Brightline Ventures III, LLC) Orion Holdings V, LLC Seed-One Holdings VI, LLC Sch. 3-1 EXHIBIT A Form of Lock-Up Agreement [•], 2018 Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative’s Warrant ”), proposes to enter into an Underwriting 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 BELOWthe “Underwriting Agreement”) 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 DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisawith Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”) of shares of common stock, par value $0.0002 per share, of the Company (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page FollowsRemainder of page intentionally left blank.] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISA, INCCHINA GROWTH ALLIANCE LTD. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Bxx Xxxx Title: Chairman and Co-Chief Executive Officer Confirmed as of Accepted on the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORPwritten. JESUP & LXXXXX SECURITIES CORPORATION By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Axxxxxx X. Xxxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement Senior Managing Director SCHEDULE 1 CHINA GROWTH ALLIANCE LTD. 7,000,000 Units Underwriter Total Number of Firm Shares Units to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-Jesup & Lxxxxx Securities Corporation Bxxxx Xxxxxx, Carret & Co. Rxxxxx & Rxxxxxx, LLC Pali Capital, Inc. Fxxxxx, Bxxxx Wxxxx, Incorporated 7,000,000 EXHIBIT A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx China Growth Alliance Ltd. Rxxx 000, 4/F Aetna Tower 100 Xxxxx Xxxx Xxxxxxxx, 000000, Xxxxx Xxxxxxx Xxxxx SchAttn: Bxx Xxxx, Chairman and Co-Chief Executive Officer Gentlemen: Reference is made to the Final Prospectus of China Growth Alliance Ltd. (“CGA”), dated _________ 2008 (the “Prospectus”). 3-1 EXHIBIT A Form Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that CGA has established the Trust Account, initially in an amount of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [$________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]_ for the benefit of the Public Shareholders and that CGA may disburse monies from the Trust Account only (i) to the Public Shareholders in the event of the redemption of their shares or the liquidation of CGA or (ii) to CGA after it consummates a Business Combination. VOID AFTER 5:00 P.M.For and in consideration of CGA agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, EASTERN TIMEthe undersigned hereby agrees that it does not have any right, [title, interest or claim of any kind in or to any monies in the Trust Account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with CGA and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B China Growth Alliance Ltd. Rxxx 000, 4/F Aetna Tower 100 Xxxxx Xxxx Xxxxxxxx, 000000, Xxxxx Attn: Bxx Xxxx, Chairman and Co-Chief Executive Officer Gentlemen: Reference is made to the Final Prospectus of China Growth Alliance Ltd. (“CGA”), dated __________, 2008 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that CGA has established the Trust Account, initially in an amount of $ _________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]__ for the benefit of the Public Shareholders and that CGA may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the redemption of their shares or the liquidation of CGA; or (ii) to CGA after it consummates a Business Combination. COMMON STOCK PURCHASE WARRANT For and in consideration of CGA engaging the Purchase services of [_____] Shares the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of Common Stock any kind in or to any monies in the Trust Account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with CGA and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Intellicheck Mobilisa, Inc.Vendor Authorized Signature of Vendor

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, INTELLICHECK MOBILISAPeerStream, INC. Inc. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Xxxxxxxxx Xxxxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. The Benchmark Company, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Head On behalf of Investment Banking [Signature Page] Intellicheck mobilisaeach of the Underwriters PeerStream, Inc. – Underwriting Agreement SCHEDULE 1 Underwriters Underwriter Total Number of Firm Shares Units to be Purchased Number of Option Shares Units to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 The Benchmark Company, LLC ThinkEquity, a division of Fordham Financial Management, Inc. Total SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Executive Officers: Xxxxxxxxx Xxxxxxxxxx Xxxxx Xxxx Xxxx Xxxxxxx Xxxx Xxxxxxxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.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. [Signature Page Follows] If the foregoing correctly sets forth the understanding between among the Underwriters Underwriters, the Company and the CompanySelling Stockholders, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISAJupiter Wellness, INC. Inc. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Bxxxx X. Jxxx Title: Chief Executive Officer Name: Bxxxx X. Jxxx Rxxxxxx Xxxxxx Name: Rxxx Xxxxxxx Name: Dxxx XxXxxxxx Name: Gxxxx Xxxxxx Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. Aegis Capital Corp. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Rxxxxx Xxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement Chief Executive Officer SCHEDULE 1 1-A SCHEDULE OF UNDERWRITERS Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre-funded Warrants to be Purchased Total Number of Firm Company Warrants to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option Shares is Fully Exercised Number of Additional Company Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 Corp. [●] [●] [●] [●] [●] TOTAL 2,617,000 392,550 Sch. [●] [●] [●] [●] [●] SCHEDULE 1-1 B SCHEDULE OF SELLING STOCKHOLDERS Name of Selling Stockholder Total Number of Selling Stockholder Firm Shares to be Sold Total Number of Selling Stockholder Option Shares to be Sold if the Over-Allotment Option is Fully Exercised Bxxxx X. Jxxx [●] [●] Rxxxxxx Xxxxxx [●] [●] Rxxx Xxxxxxx [●] [●] Dxxx XxXxxxxx [●] [●] Gxxxx Xxxxxx [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Company Offering Firm Shares: 2,617,000 [●] Number of Firm Pre-funded Warrants: [●] Number of Selling Stockholder Firm Shares: [●] Number of Firm Company Warrants: [●] Number of Company Offering Option Shares: [●] Number of Selling Stockholder Option Shares: [●] Number of Option SharesCompany Warrants: 392,550 [●] Public Offering Price per ShareFirm Share and Firm Company Warrant: $0.80 $ [●] Underwriting Discount per Share: $0.056 Firm Share and Firm Company Warrant (7% of public offering price of this combination): $ [●] Underwriting Non-accountable expense allowance per ShareFirm Share and Firm Company Warrant (1.25% of public offering price of this combination): $ [●] Public Offering Price per Firm Pre-funded Warrant and Firm Company Warrant: $0.008 Proceeds to $ [●] Underwriting Discount per Firm Pre-funded Warrant and Firm Company Warrant (7% of public offering price of this combination): $ [●] Underwriting Non-accountable expense allowance per Firm Pre-funded Warrant and Firm Company Warrant (1.25% of public offering price of this combination): $ [●] Exercise Price per Pre-funded Warrant: $ 0.01 Exercise Price per Company Warrant (100% of public offering price of one Firm Share and one Company Warrant): $ [●] Public Offering Price per Option Warrant: $ 0.001 Exercise Price per Representative’s Warrant (before expenses125% of public offering price of one Firm Share and one Company Warrant): $0.744 $ [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. SCHEDULE 2-2 C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 35 EXHIBIT A Form of Representative’s Warrant 36 EXHIBIT B Form of Lock-Up Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF37 EXHIBIT C Form of Press Release Jupiter Wellness, AGREES THAT IT WILL NOT SELLInc. [Date] Jupiter Wellness, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLInc. (the “Company”) announced today that Aegis Capital Corp., TRANSFERacting as representative for the underwriters in the Company’s recent public offering of _______ shares of the Company’s common stock, 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 CORPis [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. 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 The [waiver] [release] will take effect on _________, 20_______] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT], and the shares may be sold on or after such date. VOID AFTER 5:00 P.M.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, EASTERN TIMEand 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, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.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 among the Underwriters Underwriters, the Company and the CompanySelling Stockholders, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISAJupiter Wellness, INC. Inc. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Bxxxx X. Jxxx Title: Chief Executive Officer Name: Bxxxx X. Jxxx Rxxxxxx Xxxxxx Name: Rxxx Xxxxxxx Name: Dxxx XxXxxxxx Name: Gxxxx Xxxxxx Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. Aegis Capital Corp. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Rxxxxx Xxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement Chief Executive Officer SCHEDULE 1 1-A SCHEDULE OF UNDERWRITERS Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchase Number of Additional Shares to be Purchased if the Over-Allotment Option Shares is Fully Exercised Number of Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 Corp. [●] [●] [●] [●] TOTAL 2,617,000 392,550 Sch. [●] [●] [●] [●] SCHEDULE 1-1 B SCHEDULE OF SELLING STOCKHOLDERS Name of Selling Stockholder Total Number of Selling Stockholder Firm Shares to be Sold Total Number of Selling Stockholder Option Shares to be Sold if the Over-Allotment Option is Fully Exercised Bxxxx X. Jxxx [●] [●] Rxxxxxx Xxxxxx [●] [●] Rxxx Xxxxxxx [●] [●] Dxxx XxXxxxxx [●] [●] Gxxxx Xxxxxx [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Firm Shares Firm Warrants Option Shares Option Warrants Percentage Number Percentage Number Percentage Number Percentage Number Company [●] % [●] 100 % [●] [●] % [●] 100 % [●] Selling Stockholders [●] % [●] - % - [●] % [●] - % - Total 100 % [●] 100 % [●] 100 % [●] 100 % [●] Number of Firm Company Offering Shares: 2,617,000 [●] Number of Option Selling Stockholder Shares: 392,550 [●] Public Offering Price per Firm Security and per Option Share: $0.80 $ [●] Underwriting Discount per Firm Security and per Option Share (7% of Public Offering Price): $ [●] Proceeds to Company/Selling Stockholders Firm Security (before expenses) and per Option Share: $0.056 $ [●] Underwriting Non-accountable expense allowance Firm Security and per Share: $0.008 Proceeds to Company per Option Share (before expenses1.25% of Public Offering Price): $0.744 $ [●] Exercise Price per Firm Warrant and per Option Warrant (100% of Public Offering Price): $ [●] Public Offering Price per Option Warrant: $ 0.001 Exercise Price per Representative’s Warrant (125% of Public Offering Price): $ [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. SCHEDULE 2-2 C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 35 EXHIBIT A Form of Warrant Agent Agreement 36 EXHIBIT B Form of Representative’s Warrant 37 EXHIBIT C Form of Lock-Up Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF38 EXHIBIT D Form of Press Release Jupiter Wellness, AGREES THAT IT WILL NOT SELLInc. [Date] Jupiter Wellness, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLInc. (the “Company”) announced today that Aegis Capital Corp., TRANSFERacting as representative for the underwriters in the Company’s recent public offering of _______ shares of the Company’s common stock, 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 CORPis [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. 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 The [waiver] [release] will take effect on _________, 20_______] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT], and the shares may be sold on or after such date. VOID AFTER 5:00 P.M.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, EASTERN TIMEand 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, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.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 among the Underwriters Underwriters, the Company and the CompanySelling Stockholders, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISAJupiter Wellness, INC. Inc. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Bxxxx X. Jxxx Title: Chief Executive Officer Name: Bxxxx X. Jxxx Rxxxxxx Xxxxxx Name: Rxxx Xxxxxxx Name: Dxxx XxXxxxxx Name: Gxxxx Xxxxxx Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. Aegis Capital Corp. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Rxxxxx Xxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement Chief Executive Officer SCHEDULE 1 1-A SCHEDULE OF UNDERWRITERS Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Company Warrants to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option Shares is Fully Exercised Number of Additional Company Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 Corp. 11,607,142 11,607,142 1,741,071 1,741,071 TOTAL 2,617,000 392,550 Sch. 11,607,142 11,607,142 1,741,071 1,741,071 30 SCHEDULE 1-1 B SCHEDULE OF SELLING STOCKHOLDERS Name of Selling Stockholder Total Number of Selling Stockholder Firm Shares to be Sold Total Number of Selling Stockholder Option Shares to be Sold if the Over-Allotment Option is Fully Exercised Bxxxx X. Jxxx 250,000 38,082 Rxxxxxx Xxxxxx 150,000 23,100 Rxxx Xxxxxxx 15,884 - Dxxx XxXxxxxx 75,000 11,850 Gxxxx Xxxxxx 50,000 8,100 TOTAL 540,884 81,132 SCHEDULE 2-A Pricing Information Number of Company Offering Firm Shares: 2,617,000 11,066,258 Number of Selling Stockholder Firm Shares: 540,884 Number of Firm Company Warrants: 11,607,142 Number of Company Offering Option Shares: 1,659,939 Number of Selling Stockholder Option Shares: 81,132 Number of Option SharesCompany Warrants: 392,550 1,741,071 Public Offering Price per ShareCompany Warrant: $0.80 $ 0.01 Public Offering Price per Firm Share and Firm Company Warrant: $ 2.80 Underwriting Discount per Share: $0.056 Firm Share and Firm Company Warrant (7% of public offering price of this combination): $ 0.196 Underwriting Non-accountable expense allowance per Firm Share and Firm Company Warrant (1.25% of public offering price of this combination): $ 0.035 Exercise Price per Company Warrant (100% of public offering price of one Firm Share): $ 2.79 Shares underlying Representative’s Warrant: $0.008 Proceeds to 442,650 Exercise Price per Representative’s Warrant (125% of public offering price of one Firm Share and one Company per Share (before expensesWarrant): $0.744 $ 3.50 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. SCHEDULE 2-2 C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 35 EXHIBIT A Form of Representative’s Warrant 36 EXHIBIT B Form of Lock-Up Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF37 EXHIBIT C Form of Press Release Jupiter Wellness, AGREES THAT IT WILL NOT SELLInc. [Date] Jupiter Wellness, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLInc. (the “Company”) announced today that Aegis Capital Corp., TRANSFERacting as representative for the underwriters in the Company’s recent public offering of _______ shares of the Company’s common stock, 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 CORPis [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. 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 The [waiver] [release] will take effect on _________, 20_______] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT], and the shares may be sold on or after such date. VOID AFTER 5:00 P.M.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, EASTERN TIMEand 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, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.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, INTELLICHECK MOBILISAcbdMD, INC. By: /s/ Xxxxxx Xxxxxx /S/ MXXXXX X XXXXXXXXXX Name: Xxxxxx Xxxxxx, PhD Mxxxxx X. Xxxxxxxxxx Title: Co-Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY, A Division of Fordham Financial Management, Inc. By: /s/ Xxxxx Xxxxxx EXXX XXXX Name: Xxxxx Xxxxxx Exxx Xxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisacbdMD, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 ThinkEquity, a division of Fordham Financial Management, Inc. 1,913,100 286,900 TOTAL 2,617,000 392,550 Sch. 1-1 1,913,000 286,900 42 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 1,913,100 Number of Option Shares: 392,550 286,900 Public Offering Price per Share: $0.80 7.50 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 0.54375 Proceeds to Company per Share (before expenses): $0.744 6.95625 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 Free Writing Prospectus filed with the SEC on June 24, 2021 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, 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, INTELLICHECK MOBILISA, INC. ImmunoPrecise Antibodies Ltd. By: /s/ Xxxxxx Xxxxxx Xxxxxxxx Xxxx Name: Xxxxxx Xxxxxx, PhD Xxxxxxxx Xxxx 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: AEGIS CAPITAL CORP. THE BENCHMARK COMPANY LLC By: /s/ Xxxx X Xxxxx Xxxxxx XXX Name: Xxxx X Xxxxx Xxxxxx XXX Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Senior Managing Director IPA- Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 The Benchmark Company LLC 640,000 165,000 X.X Xxxxxxxx & Co., Inc. 460,000 -- TOTAL 2,617,000 392,550 1,100,000 165,000 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 1,100,000 Number of Option Shares: 392,550 165,000 Public Offering Price per Share: $0.80 1.00 Underwriting Discount per Share: $0.056 0.93 Underwriting Non-accountable expense allowance Allowance per Share: $0.008 0.01 Proceeds to Company per Share (before expenses): $0.744 0.92 Sch. 2-1 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] . Sch. 2-2 1 SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxxxxxx Xxxxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Xxxxxx Xxxx Xxxxxxx Charmquark TWEE Charmquark EEN Sch. 3-1 EXHIBIT SCHEDULE 4 Company Introduced Investors Xxxxxxx & Xxxxxx, LLC Xxxxxxxx Xxxx Exhibit A Form of Representative’s 's Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. Benchmark Company, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. Benchmark Company, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR 180 DAYS FROM THE EFFECTIVE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENTOFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [FINAL DAY IN THE FOUR AND ONE-HALF-YEAR PERIOD COMMENCING ON THE DATE THAT IS FIVE YEARS 180 DAYS FROM THE EFFECTIVE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENTOFFERING]. UNDERWRITER COMMON STOCK PURCHASE WARRANT For IMMUNOPRECISE ANTIBODIES, LTD. Warrant Shares: Issuance Date: THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the Purchase of ["Warrant") certifies that, for value received, The Benchmark Company, LLC or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____] Shares _____, 2023 (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York time) on __________, 2028 (the "Termination Date") but not thereafter, to subscribe for and purchase from ImmunoPrecise Antibodies Ltd., a British Columbia company (the "Company"), up to _______ shares (as subject to adjustment hereunder, the "Warrant Shares") of the Company's common shares ("Common Stock"). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Underwriting Agreement dated as of Intellicheck Mobilisa_______, Inc.2023, by and between the Company and The Benchmark Company, LLC ("Benchmark").

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [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, INTELLICHECK MOBILISAHXXXXXX JXXXX LABORATORIES, INC. By: /s/ Xxxxxx Rxxxxx Xxxxxx Name: Rxxxxx Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORPNETWORK 1 FINANCIAL SECURITIES, INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Head of Investment Banking Dxxxx Xxxxxxxxxx Dxxxx Xxxxxxxxxx Managing Director [Signature PageSIGNATURE PAGE] Intellicheck mobilisaHXXXXXX JXXXX LABORATORIES, Inc. – Underwriting Agreement INC. UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased Maximum Number of Option Shares Units to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 Network 1 Financial Securities, Inc. 900,000 135,000 The Benchmark Company, LLC 600,000 90,000 TOTAL 2,617,000 392,550 Sch. 1-1 1,500,000 225,000 SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: 2,617,000 1,500,000 Number of Option SharesUnits: 392,550 225,000 Public Offering Price per ShareUnit: $0.80 5.00 Underwriting Discount per ShareUnit: $0.056 0.45 Underwriting Non-accountable expense allowance per ShareUnit: $0.008 0.05 Proceeds to Company per Share Unit (before expenses): $0.744 4.50 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. Free Writing Prospectus, dated November 8, 2017 Free Writing Prospectus, dated December 5, 2017 Free Writing Prospectus, dated March 2-2 , 2018 Free Writing Prospectus, dated March 12, 2018 Free Writing Prospectus, dated April 24, 2018 SCHEDULE 3 List of Lock-Up Parties Rxxxxx X. Xxxxxx Wxxxxxx X. Xxxxxx Xxxxxx Xxxxxx Bxxxxxxx Xxxxxxxxxxx, M.D. Mxxx X. Xxxxxxxx, M.D. Sxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Rxxxxx X. Xxxxxxxx Rxxxxx X. Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 Sxxxxx Xxxxxxxx Biodyne Holding, S.X. Xxxxxxxx Ventures Ltd. SCHEDULE 4 Subsidiaries Hxxxxxx Jxxxx Laboratories Vascular, Inc., a Delaware corporation EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Underwriter Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) 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 DEALERDEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]1. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]2. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] ______ Shares of Common Stock of Intellicheck MobilisaHXXXXXX JXXXX LABORATORIES, Inc.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, INTELLICHECK MOBILISAHEPION PHARMACEUTICALS, INC. By: /s/ Xxxxxx Rxxxxx Xxxxxx Name: Rxxxxx Xxxxxx Xxxxxx, PhD 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: AEGIS CAPITAL CORP. THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Xxxxx Xxxxxx Priyanka Mahajan Name: Xxxxx Xxxxxx Priyanka Mahajan Title: Head of Investment Banking Managing Director [Signature Page] Intellicheck mobilisaHepion Pharmaceuticals, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number ThinkEquity, a division of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 Fordham Financial Management, Inc. 44,200,000 TOTAL 2,617,000 392,550 Sch. 1-1 44,200,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 44,200,000 Public Offering Price per Firm Share: $0.80 2.00 Underwriting Discount per Firm Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 0.135 Proceeds to Company per Firm Share (before expenses): $0.744 1.865 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. Free Writing Prospectus, dated February 12, 2021 SCHEDULE 2-2 C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Rxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Jxxx Xxxxx Xxxx Gxxx X. Xxxxx Xxxxxxx Txxxxxx Xxxxx Sch. 3-1 Txxxxx X. Xxxxx Jxxx Xxxxxxxxxx Axxxxx Xxxxx Pxxxxx Wijngaard Txxx X. Xxxxx, M.D. EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERPROVIDED. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [AUGUST 15, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, AUGUST 15, 2026. WARRANT TO PURCHASE COMMON STOCK HEPION PHARMACEUTICALS, INC. Warrant Shares: __________ Initial Exercise Date: August 15, 2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER _ 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 August 15, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 P.M.p.m. (New York time) on the date that is four and one half years following the Initial Exercise Date (the “Termination Date”) but not thereafter, EASTERN TIMEto subscribe for and purchase from HEPION PHARMACEUTICALS, [INC., a Delaware corporation (the “Company”), up to ___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]_ shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. COMMON STOCK PURCHASE WARRANT For the Purchase The purchase price of [_____] Shares one share of Common Stock of Intellicheck Mobilisaunder this Warrant shall be equal to the Exercise Price, Inc.as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect 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. [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, INTELLICHECK MOBILISA, INC. GENTIUM S.p.A.. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Xx. Xxxxx Xxxx Ferro Title: President and Chief Executive Officer Confirmed as of Accepted on the date first written above mentionedwritten. MAXIM GROUP, LLC Acting severally on behalf of itself and as Representative one of the Representatives of the several Underwriters named on in Schedule 1 hereto: AEGIS CAPITAL CORP. I annexed hereto By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxxxx X. Xxxxxx Title: Head Managing Director I-BANKERS SECURITIES INCORPORATED Acting severally on behalf of Investment Banking [Signature Page] Intellicheck mobilisaitself and as one of the Representatives of the several Underwriters named in Schedule I annexed hereto By: Name: Xxxxxxx Xxxxx Title: Chief Financial Officer SCHEDULE I GENTIUM, Inc. – Underwriting Agreement SCHEDULE 1 S.p.A. 2,700,000 Ordinary Shares Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the OverMaxim Group, LLC I-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Bankers Securities Incorporated Total 2,700,000 31 QuickLinks

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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] Intellipharmaceutics International Inc. – Underwriting Agreement If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISA, INC. Intellipharmaceutics International Inc. By: /s/ Xxxxxx Xxxxxx Xxxxx Xxxxx Name: Xxxxxx Xxxxxx, PhD Xxxxx Xxxxx Title: Chief Executive Officer President & COO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. Xxxxxx Xxxxx Securities, Inc. By: /s/ Xxxxx Xxxxxx X. Xxxxxx, Xx. Name: Xxxxx Xxxxxx X. Xxxxxx, Xx. Title: Head CEO On behalf of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement each of the Underwriters SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 Xxxxxx Xxxxx Securities, Inc. 3,229,814 Total: 3,229,814 SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: 2,617,000 3,229,814 Number of Firm Warrants: 1,614,907 Number of Option Shares: 392,550 484,472 Number of Option Warrants: 242,236 Shares underlying Warrant: one-half Common Share per Warrant Exercise price of Warrant per full Common Share: $1.93 Public Offering Price per Unit (consisting of one Firm Share and a Firm Warrant (for one-half Common Share)): $1.61 Public Offering Price per Option Share: $0.80 1.61 Public Offering Price per Option Warrant: $0.001 Underwriting Discount per Unit: $0.0966 (6% per Unit) Underwriting Discount per Option Share: $0.056 0.0966 (6% per Option Share) Underwriting Non-accountable expense allowance Discount per ShareOption Warrant: $0.008 Proceeds to Company 0.00006 (6% per Share (before expenses): $0.744 Option Warrant) SCHEDULE 2-B I Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, 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, INTELLICHECK MOBILISAMR2 GROUP, INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: Joinders The undersigned hereby join in this Agreement and agree to be bound by Sections 2.47, 5.1 and 5.3 above, acknowledging that each has or will receive material personal benefit from the transactions described herein: MARKETING ANALYSTS, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Head of Investment Banking Rxxxxxx Xxxxxxx (Seal) Rxxxxxx Xxxxxxx, President /s/ Rxxxxxx Xxxxxxx Rxxxxxx Xxxxxxx /s/ Rxxxxx Xxxxxxx Rxxxxx Xxxxxxx [Signature PageISSUER] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 [●] Number of Option Shares: 392,550 [●] Public Offering Price per Share: $0.80 [●] Underwriting Discount per Share: $0.056 [●] Underwriting Non-accountable expense allowance per Share: $0.008 [●] Proceeds to Company per Share (before expenses): $0.744 [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. SCHEDULE 2-2 C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxx Xxxx Twelve months Mxxxxx Xxxxxxxxx Twelve months Mxxxxxx X. France Six months Jxxx X. Xxxx Twelve months Axxxxxxxx Xxxxxx Twelve months Jxxxx Xxxxxx Twelve months Rxxxxx Xxxxxxx Twelve months Rxxxxxx Xxxxxxx Twelve months Gxxx X. Xxxxx Twelve months Rxxxxxx Xxxxxx Twelve months Exxxxx X. Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 Six months EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. 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 AEGIS CAPITAL CORP. THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENTOFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENTOFFERING]. WARRANT TO PURCHASE COMMON STOCK PURCHASE WARRANT For the Purchase of [MR2 GROUP, INC. Warrant Shares: _____] Shares __ Initial Exercise Date: ______, 2019 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity, a division of Fordham Financial Management Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after __________________, 20191 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MR2 Group, Inc., a Nevada corporation (the “Company”), up to ____________________________ shares2 (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”) initially, as subject to adjustment hereunder. The purchase price of one share of Common Stock of Intellicheck Mobilisaunder this Warrant shall be equal to the Exercise Price, Inc.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, INTELLICHECK MOBILISARUMBLEON, INC. By: /s/ Xxxxxx Xxxxxx Mxxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxx, PhD Mxxxxxxx Xxxxxxxx Title: Chief Executive Officer Chairman and CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: AEGIS RXXX CAPITAL CORP. PARTNERS, LLC By: /s/ Xxxxx Axxxx X. Xxxxxxxx Name: Axxxx X. Xxxxxxxx Title: Head of Equity Capital Markets MAXIM GROUP, LLC By: /s/ Cxxxxxxx Xxxxxx Name: Xxxxx Cxxxxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaRUMBLEON, Inc. INC. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Rxxx Capital Partners, LLC 1,455,000 218,250 Maxim Group, LLC 1,018,500 152,775 Aegis Capital Corp 2,617,000 392,550 Corp. 436,500 65,475 TOTAL 2,617,000 392,550 Sch. 1-1 2,910,000 436,500 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 2,910,000 Number of Option Shares: 392,550 436,500 Public Offering Price per Share: $0.80 5.50 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 0.385 Proceeds to Company per Share (before expenses): $0.744 5.115 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. hxxxx://xxx.xxx.xxx/Xxxxxxxx/exxxx/data/1596961/000165495417009064/rmbl_fwp.htm SCHEDULE 2-2 C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Mxxxxxxx Xxxxxxxx Sxxxxx X. Xxxxxxx Dxxxxx Xxxxx Kxxxxx Xxxxxxxx Mxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Kxxxx Xxxxxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect 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, INTELLICHECK MOBILISA, INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL BGS ACQUISITION CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [:___________________] _____________ Name: Jxxxx Xxxxxxxxxx Title: Chairman and Chief Executive Officer Accepted on the date first above written. THE PRINCERIDGE GROUP LLC By:__________________________________ Name: Title: SCHEDULE I BGS ACQUISITION CORP. 4,500,000 Units Underwriter Number of Firm Units to be Purchased THE PRINCERIDGE GROUP LLC 4,500,000 TOTAL 4,500,000 EXHIBIT A FORM OF TARGET BUSINESS LETTER BGS ACQUISITION CORP. Gentlemen: Reference is made to the Final Prospectus of BGS Acquisition Corp. (the “Company”), dated [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT__________]. COMMON STOCK PURCHASE WARRANT For the Purchase of , [_____] Shares (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of Common Stock at least $45,450,000 for the benefit of Intellicheck Mobilisathe Public Shareholders and the Underwriters of the Company’s initial public offering (the “Underwriters”) and that, Inc.except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event they elect to redeem their public shares in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within 15 months from the date of the Prospectus (or 18 months from the date of the Prospectus, if a definitive agreement has been executed within 15 months from the date of the Prospectus and the Business Combination relating thereto has not yet been completed within such 15-month period) or (iii) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. ___________________________________ Print Name of Target Business ___________________________________ Authorized Signature of Target Business EXHIBIT B FORM OF VENDOR LETTER BGS ACQUISITION CORP. Gentlemen: Reference is made to the Final Prospectus of BGS Acquisition Corp. (the “Company”), dated [___________], [_____] (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $45,450,000 for the benefit of the Public Shareholders and the Underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event they elect to redeem their public shares in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within 15 months from the date of the Prospectus (or 18 months from the date of the Prospectus, if a definitive agreement has been executed within 15 months from the date of the Prospectus and the Business Combination relating thereto has not yet been completed within such 15-month period) or (iii) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company agreeing to engage the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against the Trust Account for any reason whatsoever. _______________________________ Print Name of Vendor _______________________________ Authorized Signature of Vendor

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, INTELLICHECK MOBILISAHEPION PHARMACEUTICALS, INC. By: /s/ Xxxxxx Rxxxxx Xxxxxx Name: Rxxxxx Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Xxxxx Xxxxxx Exxx Xxxx Name: Xxxxx Xxxxxx Exxx Xxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaHepion Pharmaceuticals, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 ThinkEquity, a division of Fordham Financial Management, Inc. 20,000,000 3,000,000 TOTAL 2,617,000 392,550 Sch. 1-1 20,000,000 3,000,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 20,000,000 Number of Option Shares: 392,550 3,000,000 Public Offering Price per Firm Share/Option Share: $0.80 1.50 Underwriting Discount per Firm Share/Option Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 0.105 Proceeds to Company per Firm Share /Option Share (before expenses): $0.744 1.395 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. Free Writing Prospectus, dated November 12, 2020 Free Writing Prospectus, dated November 18, 2020 SCHEDULE 2-2 C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Rxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Jxxx Xxxxx Xxxx Gxxx X. Xxxxx Xxxxxxx Txxxxxx Xxxxx Sch. 3-1 Txxxxx X. Xxxxx Jxxx Xxxxxxxxxx Axxxxx Xxxxx Pxxxxx Wijngaard EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERPROVIDED. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [MAY 24, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, NOVEMBER 24, 2025. WARRANT TO PURCHASE COMMON STOCK HEPION PHARMACEUTICALS, INC. Warrant Shares: _______ Initial Exercise Date: May 24, 2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER _ 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 May 24, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 P.M.p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, EASTERN TIMEto subscribe for and purchase from HEPION PHARMACEUTICALS, [INC., a Delaware corporation (the “Company”), up to ___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]_ shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. COMMON STOCK PURCHASE WARRANT For the Purchase The purchase price of [_____] Shares one share of Common Stock of Intellicheck Mobilisaunder this Warrant shall be equal to the Exercise Price, Inc.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, INTELLICHECK MOBILISA, INC. Linkage Global Inc By: /s/ Xxxxxx Xxxxxx Xx Name: Xxxxxx Xxxxxx, PhD Xx Title: Chief Executive Officer Officer, Director, and Chairman of the Board of Directors Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. XX Xxxxxx LLC By: /s/ Xxxxx Xxxxxx Xxx Xxxxxxxxxx Name: Xxxxx Xxxxxx Xxx Xxxxxxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement Supervisory Principal SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 XX Xxxxxx LLC 1,495,000 225,000 X.X. Xxxxxxxx & Co, Inc. 5,000 - TOTAL 2,617,000 392,550 Sch. 1-1 1,500,000 225,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 1,500,000 Public Offering Price per Firm Share: $0.80 4.00 Underwriting Discount per Firm Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 0.28 Proceeds to Company per Firm Share (before expenses): $0.744 6,000,000 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. SCHEDULE 2-2 C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties Locked-up Parties Lock-up Period Officers and Directors Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xx 180 days Xxxxx Xx 180 days Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Xxxxxxxxxxx 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, INTELLICHECK MOBILISARUMBLEON, INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Maxxxxxx Xxxxxxxx Title: Chief Executive Officer Chairman and CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. ROXX XAPITAL PARTNERS, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Aaxxx X. Xxxxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaEquity Capital Markets MAXIM GROUP, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm SharesLLC By: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [Name:___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [____________ Title: ________________________________ RUMBLEON, INC. – Underwriting Agreement SCHEDULE 1 Underwriter Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Roxx Xapital Partners, LLC [●] Shares [●] Maxim Group, LLC [●] [●] Aegis Capital Corp. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Common Stock Firm Shares: [●] Number of Intellicheck Mobilisa, Inc.Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per 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 Maxxxxxx Xxxxxxxx Stxxxx X. Xxxxxxx Dexxxx Xxxxx Kaxxxx Xxxxxxxx Mixxx Xxxxxx Kexxx Xxxxxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect 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, INTELLICHECK MOBILISA, INCEMPEIRIA ACQUISITION CORP. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx XxxxxxXxxxxx Title: General Counsel Accepted on the date first above written. XXXXX & COMPANY CAPITAL MARKETS, PhD LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Exective Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL SCHEDULE I EMPEIRIA ACQUISITION CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 6,000,000 Units Underwriter Total Number of Firm Shares Units to be Purchased Number XXXXX & COMPANY SECURITIES, LLC 6,000,000 TOTAL 6,000,000 EXHIBIT A FORM OF TARGET BUSINESS LETTER EMPEIRIA ACQUISITION CORP. Gentlemen: Reference is made to the Final Prospectus of Option Shares Empeiria Acquisition Corp. (the “Company”), dated June 15, 2011 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to be Purchased them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $61,200,000 for the benefit of the Public Stockholders and the Underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event they elect to redeem their public shares in connection with the consummation of a Business Transaction, (ii) to the Public Stockholders if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 SchCompany fails to consummate a Business Transaction within 15 months from the date of the Prospectus (or 18 months from the date of the Prospectus under certain circumstances described in the Prospectus) or (iii) to the Company after or concurrently with the consummation of a Business Transaction. 1-1 SCHEDULE 2-A Pricing Information Number For and in consideration of Firm Shares: 2,617,000 Number the Company agreeing to evaluate the undersigned for purposes of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds consummating a Business Transaction with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company per Share (before expenses): $0.744 SCHEDULE 2-and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER FORM 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 VENDOR LETTER EMPEIRIA ACQUISITION CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERINGGentlemen: Reference is made to the Final Prospectus of Empeiria Acquisition Corp. (the “Company”), OR dated June 15, 2011 (IIthe “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $61,200,000 for the benefit of the Public Stockholders and the Underwriters of the Company’s initial public offering (the “Underwriters”) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORPand that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event they elect to redeem their public shares in connection with the consummation of a Business Transaction, (ii) to the Public Stockholders if the Company fails to consummate a Business Transaction within 15 months from the date of the Prospectus (or 18 months from the date of the Prospectus under certain circumstances described in the Prospectus) or (iii) to the Company after or concurrently with the consummation of a Business Transaction. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERFor and in consideration of the Company agreeing to engage the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against the Trust Account for any reason whatsoever. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase Print Name of [_____] Shares Vendor Authorized Signature of Common Stock of Intellicheck Mobilisa, Inc.Vendor

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, INTELLICHECK MOBILISAPOLAR POWER, INC. By: /s/ Xxxxxx Xxxxxx Axxxxx X. Xxxx Name: Xxxxxx Xxxxxx, PhD Axxxxx X. Xxxx Title: Chief Executive Officer President and CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Xxxxx Xxxxxx Priyanka Mahajan Name: Xxxxx Xxxxxx Priyanka Mahajan Title: Head of Managing Director, Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number ThinkEquity, a division of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 Fordham Financial Management, Inc. 750,000 TOTAL 2,617,000 392,550 750,000 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 750,000 Public Offering Price per Share: $0.80 18.00 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 1.17 Proceeds to Company per Share (before expenses): $0.744 16.83 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] . Sch. 2-2 1 SCHEDULE 3 List of Lock-Up Parties Axxxxx X. Xxxx Rxxxxx Xxxxxx Lxxx Xxxxxx Kxxxx Xxxxxxxx Pxxxx Xxxxx Kxxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Lock-Up Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF[●], AGREES THAT IT WILL NOT SELL2021 ThinkEquity A Division of Fordham Financial Management, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLInc. 10 Xxxxx Xxxxxx, TRANSFER00xx Xx Xxx Xxxx, ASSIGNXX 00000 Ladies and Gentlemen: The undersigned understands that ThinkEquity, 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 DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase a division of [_____] Shares of Common Stock of Intellicheck MobilisaFordham Financial Management, Inc., (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Polar Power, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, $0.0001 par value, of the Company (the “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, INTELLICHECK MOBILISABRIDGELINE DIGITAL, INC. By: /s/ Xxxxxx Xxxxxx Rxxxx Xxxx Name: Xxxxxx Xxxxxx, PhD Rxxxx Xxxx Title: Chief Executive Officer President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY, A Division of Fordham Financial Management, Inc. By: /s/ Xxxxx Xxxxxx Exxx Xxxx Name: Xxxxx Xxxxxx Exxx Xxxx Title: Head of Investment Investmeent Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Class A Units Number of Class B Units Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 by the Representative Number of Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative ThinkEquity, a division of Fordham Financial Management, Inc. 1,424,000 4,288 1,500,000 1,500,000 TOTAL 2,617,000 392,550 Sch. 1-1 1,424,000 4,288 1,500,000 1,500,000 SCHEDULE 2-A Pricing Information Number of Firm SharesClass A Units: 2,617,000 1,424,000 Number of Class B Units: 4,288 Number of Option Shares: 392,550 1,500,000 Number of Option Warrants: 1,500,000 Public Offering Price per Class A Unit: $0.50 Public Offering Price per Class B Unit: $1,000.00 Warrant Exercise Price: $0.50 Underwriting Discount per Class A Unit: $0.035 Underwriting Discount per Class B Unit: $70.00 Underwriting Discount per Option Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 0.035 Proceeds to Company per Class A Unit (before expenses): $0.465 Proceeds to Company per Class B Unit (before expenses): $930.00 Proceeds to Company per Option Share (before expenses): $0.744 0.465 Proceeds to Company per Option Warrant (before expenses): $0.00001 The Company shall be credited by an amount equal to 50% of the underwriting discount and non-accountable expense allowance at Closing for sale of Shares to investors listed on Schedule A annexed hereto; which shall reduce the aggregate Underwriting Discount and Underwriting non-accountable expense allowance. SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 Free writing prospectus filed with the SEC on October 9, 2018 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Rxxxx Xxxx Xxxxxx Xxx Cxxxxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Mxxxxxx Xxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [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, INTELLICHECK MOBILISA, INCOMNIQ CORP. By: /s/ Xxxxxx Xxxxxx Sxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxx, PhD Sxxx Xxxxxxxxxx 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: AEGIS CAPITAL CORP. THINKEQUITY LLC By: /s/ Xxxxx Kxxxx Xxxxxx Name: Xxxxx Kxxxx Xxxxxx Title: Managing Director, Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement Equity Syndicate SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre-Funded Warrants to be Purchased Number of Option Shares and/or Option Pre-Funded Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 by the Representative ThinkEquity LLC 2,775,000 225,000 450,000 TOTAL 2,617,000 392,550 2,775,000 225,000 450,000 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 2,775,000 Number of Firm Pre-Funded Warrants: 225,000 Number of Option SharesShares and/or Option Pre-Funded Warrants: 392,550 450,000 Public Offering Price per Share: $0.80 1.00 Public Offering Price per Pre-Funded Warrant: $0.999 Underwriting Discount per Share: $0.056 0.07 Underwriting NonDiscount per Pre-Funded Warrant: $0.07 Underwriting non-accountable expense allowance per Share: $0.008 0.01 Underwriting non-accountable expense allowance per Pre-Funded Warrant: $0.01 Proceeds to Company per Share (before expenses): $0.744 0.93 Proceeds to Company per Pre-Funded Warrant (before expenses): $0.929 Sch. 2-A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] . Sch. 2-2 B SCHEDULE 3 List of Lock-Up Parties Sxxx Xxxxxxxxxx Yxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Nxxx Xxxxxxxxx Ixxxxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Gxx Xxxxxxxx Cxxxxx Xxxxxxxxxx Sch. 3-1 3 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFOMNIQ Corp. Warrant Shares: _______ Issue Date: [_], AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL(the “Warrant”) certifies that, TRANSFERfor value received, 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 DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M._ or its assigns (the “Holder”) is entitled, EASTERN TIMEupon 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 OMNIQ Corp., a Delaware corporation (the “Company”), up to ___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares _ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of Intellicheck Mobilisaone share of Common Stock under this Warrant shall be equal to the Exercise Price, Inc.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, INTELLICHECK MOBILISAPLATINUM ENERGY RESOURCES, INC. By: /s/ Xxxxxx Xxxxxx NameXxxx Xxxxxxxxx Chairman Accepted on the date first above written: Xxxxxx Xxxxxx, PhD TitleCASIMIR CAPITAL L.P. By: Xxxxxxx Xxxxx Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORPCANTOR XXXXXXXXXX & CO. By: /s/ Xxxxx Xxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Global Head of Investment Banking [Signature Page] Intellicheck mobilisaSCHEDULE I PLATINUM ENERGY RESOURCES, Inc. – Underwriting Agreement SCHEDULE 1 INC. 14,400,000 Units Underwriter Total Number of Firm Shares Units to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Casimir Capital, X.X. Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 Xxxxxxxxxx & Co. Total 14,400,000 EXHIBIT A Form Platinum Energy Resources, Inc. 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxx Xxxxxxxxx, Chairman Gentlemen: Reference is made to the Final Prospectus of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFPlatinum Energy Resources, AGREES THAT IT WILL NOT SELLInc. (“Platinum”), TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLdated , TRANSFER2005 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that Platinum has established the Trust Fund, ASSIGNinitially in an amount of $105,408,000 the benefit of the Public Stockholders and that Platinum may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of Platinum or (ii) to Platinum after it consummates a Business Combination. For and in consideration of Platinum agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (DEFINED BELOWthe “Claim”) TO ANYONE OTHER THAN and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Platinum and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B Platinum Energy Resources, Inc. 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxx Xxxxxxxxx, Chairman Gentlemen: Reference is made to the Final Prospectus of Platinum Energy Resources, Inc. (I“Platinum”), dated , 2005 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that Platinum has established the Trust Fund, initially in an amount of $105,408,000 for the benefit of the Public Stockholders and that Mineral may disburse monies from the Trust Fund only: (i) AEGIS CAPITAL CORPto the Public Stockholders in the event of the redemption of their shares or the liquidation of Platinum; or (ii) to Platinum after it consummates a Business Combination. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERINGFor and in consideration of Platinum engaging the services of the undersigned, OR the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (IIthe “Claim”) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORPand hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with Platinum and will not seek recourse against the Trust Fund for any reason whatsoever. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERPrint Name of Vendor Authorized Signature of Lender EXHIBIT C Platinum Energy Resources, Inc. 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxx Xxxxxxxxx, Chairman Gentlemen: The undersigned officer or director of Platinum Energy resources, Inc. (“Platinum”) hereby acknowledges that Platinum has established the Trust Fund, initially in an amount of $105,408,000 for the benefit of the Public Stockholders and that Platinum may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of Platinum or (ii) to Platinum after it consummates a Business Combination. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with Platinum and will not seek recourse against the Trust Fund for any reason whatsoever. VOID AFTER 5:00 P.M.Notwithstanding the foregoing, EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]such waiver shall not apply to any shares acquired by the undersigned in the public market. COMMON STOCK PURCHASE WARRANT For the Purchase Print Name of [_____] Shares Officer/Director Authorized Signature of Common Stock of Intellicheck Mobilisa, Inc.Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISA, INCJK ACQUISITION CORP. By: /s/ Xxxxxx Xxxxxx Name: Jxxxx X. Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of Accepted on the date first written above mentionedwritten. FXXXXX, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 heretoBXXXX WXXXX, INCORPORATED By: AEGIS CAPITAL Name: Title: SCHEDULE I JK ACQUISITION CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total 10,000,000 Units Number of Firm Shares Units Underwriter to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFJK Acquisition Corp. (“JKAC”), AGREES THAT IT WILL NOT SELLdated , TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL2005 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, TRANSFERinitially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, ASSIGNBxxxx Wxxxx, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (DEFINED BELOWthe “Claim”) TO ANYONE OTHER THAN and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (I“JKAC”), dated , 2005 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) AEGIS CAPITAL CORPto the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERINGFor and in consideration of JKAC engaging the services of the undersigned, OR the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (IIthe “Claim”) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORPand hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERPrint Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. VOID AFTER 5:00 P.M.Notwithstanding the foregoing, EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]such waiver shall not apply to any shares acquired by the undersigned in the public market. COMMON STOCK PURCHASE WARRANT For the Purchase Print Name of [_____] Shares Officer/Director Authorized Signature of Common Stock of Intellicheck Mobilisa, Inc.Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page FollowsREMAINDER OF PAGE INTENTIONALLY LEFT BLANK] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISA, INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL AFFINITY MEDIA INTERNATIONAL CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Xxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement President Accepted on the date first above written. MAXIM GROUP LLC By: Name: Title: SCHEDULE 1 A AFFINITY MEDIA INTERNATIONAL CORP. 2,750,000 Units Underwriter Total Number of Firm Shares Units to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 Maxim Group LLC 2,750,000 EXHIBIT A Form of RepresentativeTarget Business Letter Affinity Media International Corp. 00000 Xxxxxxxx Xxxx., Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Attn: Xxxxxx Xxxx, President Gentlemen: Reference is made to the Final Prospectus of Affinity Media International Corp, (“AIC”), dated _______, 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that AIC has established the Trust Fund, initially in an amount of at least $16,500,000 for the benefit of the Public Stockholders and the underwriters of AIC’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFinitial public offering (the “Underwriters”) and that, AGREES THAT IT WILL NOT SELLexcept for a portion of the interest earned on the amounts held in the Trust Fund, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLAIC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of AIC or (ii) to AIC and the Underwriters after it consummates a Business Combination. For and in consideration of AIC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, TRANSFERthe undersigned hereby agrees that it does not have any right, ASSIGNtitle, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE interest or claim of any kind in or to any monies in the Trust Fund (DEFINED BELOWthe “Claim”) TO ANYONE OTHER THAN and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with AIC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B Form of Vendor Letter Affinity Media International Corp. 00000 Xxxxxxxx Xxxx., Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Attn: Xxxxxx Xxxx, President Gentlemen: Reference is made to the Final Prospectus of Affinity Media International Corp. (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING“AIC”), 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 [dated ________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT], 2006 (the “Prospectus”). VOID AFTER 5:00 P.M.Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that AIC has established the Trust Fund, EASTERN TIMEinitially in an amount of at least $16,500,000 for the benefit of the Public Stockholders and the underwriters of AIC’s initial public offering (the “Underwriters”) and that, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]except for a portion of the interest earned on the amounts held in the Trust Fund, AIC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of AIC or (ii) to AIC and the Underwriters after it consummates a Business Combination. COMMON STOCK PURCHASE WARRANT For and in consideration of AIC agreeing to evaluate the Purchase undersigned for purposes of [_____] Shares consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of Common Stock any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with AIC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Intellicheck MobilisaVendor Authorized Signature of Vendor EXHIBIT C Form of Director/Officer Letter Affinity Media International Corp. 00000 Xxxxxxxx Xxxx., Inc.Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Attn: Xxxxxx Xxxx, President Gentlemen: The undersigned officer or director of Affinity Media International Corp. (“AIC”) hereby acknowledges that AIC has established the Trust Fund, initially in an amount of at least $16,500,000 for the benefit of the Public Stockholders and the underwriters of AIC’s initial public offering (the “Underwriters”) and that AIC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of AIC or (ii) to AIC and the Underwriters after it consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with AIC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market. Print Name of Officer/Director Authorized Signature of Officer/Director EXHIBIT D Issuer-Represented General Free Writing Prospectus

Waiver, etc. The failure of any of the parties hereto to at any time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect 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. [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, INTELLICHECK MOBILISA, INC. GENTIUM S.p.A. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Xx. Xxxxx Xxxx Ferro Title: President and Chief Executive Officer Confirmed as of Accepted on the date first written above mentionedwritten. MAXIM GROUP, LLC Acting severally on behalf of itself and as Representative one of the Representatives of the several Underwriters named on in Schedule 1 hereto: AEGIS CAPITAL CORP. I annexed hereto By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxxxx X. Xxxxxx Title: Head Managing Director I-BANKERS SECURITIES INCORPORATED Acting severally on behalf of Investment Banking [Signature Page] Intellicheck mobilisaitself and as one of the Representatives of the several Underwriters named in Schedule I annexed hereto By: Name: Xxxxxxx Xxxxx Title: Chief Financial Officer 31 SCHEDULE I GENTIUM, Inc. – Underwriting Agreement SCHEDULE 1 S.p.A. 2,700,000 American Depositary Shares Representing 2,700,000 Ordinary Shares Underwriter Total Number of Firm Shares ADSs to be Purchased Number of Option Shares to be Purchased if the OverMaxim Group, LLC I-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Bankers Securities Incorporated Total 2,700,000 32 QuickLinks Exhibit 1.1

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISA, INC. SYNALLOY CORPORATION By: /s/ Xxxxxx Xxxxxx Xxxxx X. Xxxx Name: Xxxxxx Xxxxxx, PhD Xxxxx X. Xxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORPSTERNE, AGEE & XXXXX, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaDivision BB&T CAPITAL MARKETS, Inc. – Underwriting Agreement a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number Sterne, Agee & Xxxxx, Inc. 1,000,000 BB&T Capital Markets, a division of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 BB&T Securities, LLC 1,000,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 2,000,000 Number of Option Additional Shares: 392,550 300,000 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 15.75 Proceeds to Company per Share (before expenses): $0.744 14.88375 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SchThat certain Free Writing Prospectus filed with the Commission on September 13, 2013. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxx Xxxx Xxxxxxx Xxxxxxxxx Xxxxx X. Xxx Xxxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Xxxxx X. Xxxxx, Xx. Xxxxxxx X. Xxxxxxxxx X. Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxxx X. Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Lock-Up Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF[—], AGREES THAT IT WILL NOT SELL2013 Sterne, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLAgee & Xxxxx, TRANSFERInc. BB&T Capital Markets, ASSIGNa division of BB&T Securities, 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 OFFERINGLLC c/o Sterne, 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 DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M.Agee & Xxxxx, EASTERN TIMEInc. As Representatives of the several Underwriters named in the Underwriting Agreement c/o 000 Xxxxxx Xxxxx Xxxxxxx – Xxxxx 000 Xxxxxxxxxx, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck MobilisaXxxxxxx 00000 Ladies and Gentlemen: The undersigned understands that Sterne, Agee & Xxxxx, Inc. and BB&T Capital Markets, Inc., a division of BB&T Securities, LLC (the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Synalloy Corporation, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock (the “Common Stock”), par value $1.00 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, INTELLICHECK MOBILISAASPENBIO PHARMA, INC. By: /s/ Xxxxxx Xxxxxx Xxxxxxx XxXxxxxxx Name: Xxxxxx Xxxxxx, PhD Xxxxxxx XxXxxxxxx Title: Chief Executive Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ By:/s/ Xxxxx Xxxxxx XxXxxxx Name: Xxxxx Xxxxxx XxXxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement Chief Compliance Officer SCHEDULE 1 I Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 Corp. 1,476,000 TOTAL 2,617,000 392,550 Sch. 1-1 1,476,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 1,476,000 Number of Option Shares: 392,550 221,400 Public Offering Price per Share: $0.80 2.10 Underwriting Discount per Share: $0.056 0.15 Underwriting Non-accountable expense allowance per Share: $0.008 0.02 Proceeds to Company per Share (before expenses): $0.744 1.95 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Name Position Xxxxxxx X. Xxxxx Chief Executive Officer and President and a Director Xxxx X. Xxxxxxxxxx Non-Executive Chair of the Board Xxxxx X. Xxxxxxxx Director Xxxxxxx X. Xxxxxx Ph.D. Director Xxxx X. Xxxxxx Director Xxxxxxx X. Xxxxxx Director Xxxxxxx X. Xxxxx Vice President and a Director Xxxx X. Ratain, M.D. Director Xxxxx X. Xxxxx Director Xxxxxxx X. XxXxxxxxx Chief Financial Officer and Secretary Xxx Xxxx Senior Vice President and Chief Commercial Officer Xxxx X. Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 Vice President, Marketing and Business Development (Former) EXHIBIT A Form of Lock-Up Agreement [•], 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’s Warrant ”) proposes to enter into an Underwriting Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF(the “Underwriting Agreement”) with AspenBio Pharma, AGREES THAT IT WILL NOT SELLInc., TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLa Colorado corporation (the “Company”), TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE providing for the public offering (DEFINED BELOWthe “Public Offering”) 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 by the Representative of [_____________] shares of common stock (“Firm Shares”), no par value per share, of the Company (the “Shares”). To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, it will not, during the period commencing on the date hereof and ending on 90 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares or such other securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may transfer Shares without the prior consent of the Representative in connection with (a) transactions relating to Shares or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Shares or other securities acquired in such open market transactions, (b) transfers of Shares or any security convertible into Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Shares, shall be required or shall be voluntarily made during the Lock-up Period, (c) transfer of Shares to a charity or educational institution, or (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value. In addition, the undersigned agrees that during the Lock-Up Period, without the prior written consent of the Representative, it will not make any demand for or exercise any right with respect to the registration of any Shares or any security convertible into or exercisable or exchangeable for Shares. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Shares except in compliance with this Agreement. If (i) the Company issues an earnings release or material news, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, unless the Representative waives such extension. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Shares 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 shares of Shares, 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 not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares, provided that the undersigned does not transfer the Shares acquired on such exercise or exchange during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this letter agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Shares or any securities convertible into or exercisable or exchangeable for Shares within the Lock-Up Period). The undersigned understands that the Company and the Representative are relying upon this letter agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by [•], 2012, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder this agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name) (Address) EXHIBIT B Form of Press Release ASPENBIO PHARMA, INC. [Date] AspenBio Pharma, Inc. (the “Company”) announced today that Aegis Capital Corp., acting as representative for the underwriters in the Company’s recent public offering of _______ shares of the Company’s common stock, is [waiving] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]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. VOID AFTER 5:00 P.M., EASTERN TIME, The [waiver] [release] will take effect on _________, 20__________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT], and the shares may be sold on or after such date. COMMON STOCK PURCHASE WARRANT For This press release is not an offer or sale of the Purchase 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 [_____] Shares of Common Stock of Intellicheck Mobilisa1933, Inc.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, INTELLICHECK MOBILISAEDUCATION MEDIA, INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxx X. Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of Accepted on the date first written above mentionedwritten. XXXXXX, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. XXXXX XXXXX, INCORPORATED By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Xxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement Vice President 28 SCHEDULE 1 EDUCATION MEDIA, INC. 10,000,000 Units Underwriter Total Number of Firm Shares Units to be Purchased Number Xxxxxx, Xxxxx Xxxxx, Incorporated 10,000,000 29 SCHEDULE 2.29 EDUCATION MEDIA, INC. Board of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Directors Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx C. Xxxxxxx Xxxxx Sch. 3-1 J. Xxxxxxx Xxxxxxxx 30 EXHIBIT A Form Education Media, Inc. 0000 Xxxxxxxxxxxx Xxxxxx, X.X. Xxxxx 000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxxx Gentlemen: Reference is made to the Final Prospectus of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFEducation Media, AGREES THAT IT WILL NOT SELLInc. ("EDI"), TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLdated , TRANSFER2007 (the "Prospectus"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that EDI has established the Trust Fund, ASSIGNinitially in an amount of $ for the benefit of the Public Stockholders and that EDI may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of EDI or (ii) to EDI after it consummates a Business Combination. For and in consideration of EDI agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (DEFINED BELOWthe "Claim") TO ANYONE OTHER THAN and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with EDI and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business 31 EXHIBIT B Education Media, Inc. 0000 Xxxxxxxxxxxx Xxxxxx X.X. Xxxxx 000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxxx Gentlemen: Reference is made to the Final Prospectus of Education Media, Inc. (I"EDI"), dated , 2007 (the "Prospectus"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that EDI has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that EDI may disburse monies from the Trust Fund only: (i) AEGIS CAPITAL CORPto the Public Stockholders in the event of the redemption of their shares or the liquidation of EDI; or (ii) to EDI after it consummates a Business Combination. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERINGFor and in consideration of EDI engaging the services of the undersigned, OR the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (IIthe "Claim") A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORPand hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with EDI and will not seek recourse against the Trust Fund for any reason whatsoever. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERPrint Name of Vendor Authorized Signature of Vendor 32 EXHIBIT C Education Media, Inc. 0000 Xxxxxxxxxxxx Xxxxxx X.X. Xxxxx 000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxxx Gentlemen: The undersigned officer or director of Education Media, Inc. ("EDI") hereby acknowledges that EDI has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that EDI may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of EDI or (ii) to EDI after it consummates a Business Combination. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the "Claim") and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with EDI and will not seek recourse against the Trust Fund for any reason whatsoever. VOID AFTER 5:00 P.M.Notwithstanding the foregoing, EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]such waiver shall not apply to any shares acquired by the undersigned in the public market after the initial public offering by the Company of its securities. COMMON STOCK PURCHASE WARRANT For the Purchase Print Name of [_____] Shares Officer and/or Director Authorized Signature of Common Stock of Intellicheck Mobilisa, Inc.Officer and/or Director 33 QuickLinks Exhibit 1.1

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, INTELLICHECK MOBILISAYAYYO, INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. The Benchmark Company, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Head On behalf of Investment Banking [Signature Page] Intellicheck mobilisaeach of the Underwriters YAYYO, Inc. INC. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 The Benchmark Company, LLC Total SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Directors: Ramy El-Batrawi Lxxxxx XxXxxxxxxx* Kxxxx X. Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Pxxx Xxxxxxx* Jxxxxxx X. Xxxx* Cxxxxxxxxxx Xxxxxxx* Hxxxxxx X. Xxxxx* Dxxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx SchX, LLC Gxxx Mars Venus Trust, Arizona Bellridge Capital, L.P. * * These directors do not own any shares or options and, as a result, shall not be required to sign a Lock-Up Agreement. 3** Certain shares held by Bellridge Capital, L.P. shall not be subject to any Lock-1 Up Agreement. EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. 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 AEGIS CAPITAL CORP. THE BENCHMARK COMPANY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO MAY [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT●], 2019. VOID AFTER 5:00 P.M., EASTERN TIME, NOVEMBER [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT●], 2023. COMMON STOCK SHARE PURCHASE WARRANT For the Purchase of [_____●] Shares of Common Stock of Intellicheck MobilisaYayYo, 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, INTELLICHECK MOBILISAASPENBIO PHARMA, INC. By: /s/ Xxxxxx Xxxxxx Xxxxxxx XxXxxxxxx Name: Xxxxxx Xxxxxx, PhD Xxxxxxx XxXxxxxxx Title: Chief Executive Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ By:/s/ Xxxxx Xxxxxx XxXxxxx Name: Xxxxx Xxxxxx XxXxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement Chief Compliance Officer SCHEDULE 1 I Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 Corp. 470,000 TOTAL 2,617,000 392,550 Sch. 1-1 470,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 470,000 Number of Option Shares: 392,550 70,500 Public Offering Price per Share: $0.80 2.10 Underwriting Discount per Share: $0.056 0.15 Underwriting Non-accountable expense allowance per Share: $0.008 0.02 Proceeds to Company per Share (before expenses): $0.744 1.95 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Name Position Xxxxxxx X. Xxxxx Chief Executive Officer and President and a Director Xxxx X. Xxxxxxxxxx Non-Executive Chair of the Board Xxxxx X. Xxxxxxxx Director Xxxxxxx X. Xxxxxx Ph.D. Director Xxxx X. Xxxxxx Director Xxxxxxx X. Xxxxxx Director Xxxxxxx X. Xxxxx Vice President and a Director Xxxx X. Ratain, M.D. Director Xxxxx X. Xxxxx Director Xxxxxxx X. XxXxxxxxx Chief Financial Officer and Secretary Xxx Xxxx Senior Vice President and Chief Commercial Officer Xxxx X. Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 Vice President, Marketing and Business Development (Former) EXHIBIT A Form of Lock-Up Agreement [•], 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’s Warrant ”) proposes to enter into an Underwriting Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF(the “Underwriting Agreement”) with AspenBio Pharma, AGREES THAT IT WILL NOT SELLInc., TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLa Colorado corporation (the “Company”), TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE providing for the public offering (DEFINED BELOWthe “Public Offering”) 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 by the Representative of [_____________] shares of common stock (“Firm Shares”), no par value per share, of the Company (the “Shares”). To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, it will not, during the period commencing on the date hereof and ending on 90 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares or such other securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may transfer Shares without the prior consent of the Representative in connection with (a) transactions relating to Shares or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Shares or other securities acquired in such open market transactions, (b) transfers of Shares or any security convertible into Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Shares, shall be required or shall be voluntarily made during the Lock-up Period, (c) transfer of Shares to a charity or educational institution, or (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value. In addition, the undersigned agrees that during the Lock-Up Period, without the prior written consent of the Representative, it will not make any demand for or exercise any right with respect to the registration of any Shares or any security convertible into or exercisable or exchangeable for Shares. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Shares except in compliance with this Agreement. If (i) the Company issues an earnings release or material news, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, unless the Representative waives such extension. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Shares 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 shares of Shares, 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 not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares, provided that the undersigned does not transfer the Shares acquired on such exercise or exchange during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this letter agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Shares or any securities convertible into or exercisable or exchangeable for Shares within the Lock-Up Period). The undersigned understands that the Company and the Representative are relying upon this letter agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by [•], 2012, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder this agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name) (Address) EXHIBIT B Form of Press Release ASPENBIO PHARMA, INC. [Date] AspenBio Pharma, Inc. (the “Company”) announced today that Aegis Capital Corp., acting as representative for the underwriters in the Company’s recent public offering of _______ shares of the Company’s common stock, is [waiving] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]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. VOID AFTER 5:00 P.M., EASTERN TIME, The [waiver] [release] will take effect on _________, 20__________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT], and the shares may be sold on or after such date. COMMON STOCK PURCHASE WARRANT For This press release is not an offer or sale of the Purchase 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 [_____] Shares of Common Stock of Intellicheck Mobilisa1933, Inc.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 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, INTELLICHECK MOBILISAXENETIC BIOSCIENCES, INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [________ Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself as the Underwriter: LADENBURG XXXXXXXX & CO. INC. By: _______________________________ Name: Xxxxx Xxxxxx Title: Managing Director SCHEDULE 1 Underwriter Total Number of Shares Total Number of Shares Underlying Warrants Ladenburg Xxxxxxxx & Co. Inc. [__] Shares [__] TOTAL [__] [__] SCHEDULE 2-A Pricing Information Number of Shares: [__] Number of Warrant: [__] Public Offering Price per share: $[ ] Underwriting Discount per share: $[ ] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 3 List of Lock-Up Parties • M. Xxxxx Xxxxxxx • Firdaus Jal Dastoor, FCS • Xxxxx Xxxxxxx • Xxxxxxx Xxxxxxx-Xxxxx • PJSC Pharmsynthez • SynBio LLC • Baxalta, Incorporated (its successor-in-interest, Shire plc) • Serum Institute of India Limited • Kirill Surkov Exhibit A Form of Warrant COMMON STOCK PURCHASE WARRANT XENETIC BIOSCIENCES, INC. Warrant Shares: _______________ Initial Exercise Date: _______, 2016 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _________, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Xenetic Biosciences, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock of Intellicheck Mobilisaunder this Warrant shall be equal to the Exercise Price, Inc.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, INTELLICHECK MOBILISACO-DIAGNOSTICS, INC. By: /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Title: X. Xxxx President and 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: AEGIS CAPITAL CORPWALLACHBETH CAPITAL, LLC By: /s/ Xxxxxx Xxxxx Xxxxxx Xxxxx Chief Compliance Officer NETWORK 1 FINANCIAL SECURITIES, INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaXxxxxxxxxx Managing Director CO-DIAGNOSTICS, Inc. INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 WallachBeth Capital, LLC 574,266 75,000 Network 1 Financial Securities, Inc. 30,000 26,780 ViewTrade Securities, Inc. 574,266 75,000 TOTAL 2,617,000 392,550 Sch. 1-1 1,178,532 176,780 41 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 1,178,532 Number of Option Shares: 392,550 176,780 Public Offering Price per Share: $0.80 6.00 Underwriting Discount per Share: $0.056 0.54 Underwriting Non-accountable expense allowance per Share: $0.008 0.06 Proceeds to Company per Share (before expenses): $0.744 5.40 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. SCHEDULE 2-2 C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Xxxxxx X. Xxxx Xxxxx Xxxxxxxxxxx Xxxx X Xxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxx Xxxxxx Legends Capital Group, LLC Reagents, LLC 43 SCHEDULE 4 Subsidiaries and Affiliates DNA Logix, Inc. Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 Rapid Response, Inc. EXHIBIT A Form of Representative’s Representatives’ Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) 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 DEALERDEALER 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 EFFECTIVENESS OF THE REGISTRATION STATEMENTOFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENTOFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck MobilisaCO-DIAGNOSTICS, Inc.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 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, INTELLICHECK MOBILISA, INC. INPIXON By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. INPIXON – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm SharesClass A Units: 2,617,000 [●] Number of Firm Class B Units: [●] Number of Option SharesClass A Units: 392,550 [●] Number of Option Class B Units: [●] Public Offering Price per ShareUnit: $0.80 [●] Underwriting Discount per ShareUnit: $0.056 [●] Underwriting Non-accountable expense allowance per ShareUnit: $0.008 [●] Proceeds to Company per Share Unit (before expenses): $0.744 [●] SCHEDULE 21-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2SCHEDULE 1-C Written Testing-the-Waters Communications [None.] SCHEDULE 2 SCHEDULE 3 List of Lock-Up Parties Xxxxx Xxx Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxx Xxx Xxx Xxxxxxxxx Xxxxxxx Xxxxxx SyHoldings Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 Xxxxxx EXHIBIT A Form of Representative’s Warrant Lock-Up 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 [June ________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME0000 Xxxxx Capital Corp. 000 Xxxxxxx Xxxxxx, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the Purchase “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Inpixon, a Nevada corporation (the “Company”), providing for the public offering of [_____] Shares securities of Common Stock the Company (the “Public Offering”) including shares of Intellicheck Mobilisacommon stock, Inc.par value $0.001 per share, of the Company (the “Shares”), Series 2 Convertible Preferred Stock, and Warrants (the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [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, INTELLICHECK MOBILISA, INC. By: /s/ Xxxxxx Xxxxxx Bxxx Xxxxx Name: Xxxxxx Xxxxxx, PhD Bxxx Xxxxx Title: Chief Executive Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. JXXXXX XXXXXX & CO., LLC By: /s/ Xxxxx Xxxxxx Exxx Xxxx Name: Xxxxx Xxxxxx Exxx Xxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaINTELLICHECK MOBILISA, Inc. INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants Total Number of Option Shares to be Purchased if the Over-Allotment Total Number of Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 Warrants Jxxxxx Xxxxxx & Co., LLC 1,200,000 600,000 180,000 90,000 TOTAL 2,617,000 392,550 1,200,000 600,000 180,000 90,000 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 1,200,000 Number of Firm Warrants: 600,000 Number of Option Shares: 392,550 180,000 Number of Option Warrants: 90,000 Public Offering Price per Firm Security: $1.75 Purchase Price per Option Warrant: $0.0001 Purchase Price per Option Share: $0.80 1.6274 Underwriting Discount per ShareFirm Security: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 0.1225 Proceeds to Company per Share Firm Security (before expenses): $0.744 1.6275 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Vice Admiral Mxxxxxx X. Xxxxxx Lieutenant General Exxx X. Xxxxxx Xxxxxx Xxxxxx Majork General Jxxx X. Xxxxx Wxxxxxx X. Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Gxx X. Xxxxx Xxxx Dx. Xxxxxxx X. Rood Bxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A B Form of RepresentativeLock-Up Agreement [Provided Separately] EXHIBIT C Form of Press Release INTELLICHECK MOBILISA, INC. [Date] Intellicheck Mobilisa, Inc. (the “Company”) announced today that Jxxxxx Xxxxxx & Co., LLC, acting as representative for the underwriters in the Company’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFrecent public offering of _______ shares of the Company’s common stock and warrants, 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 CORPis [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. 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 The [waiver] [release] will take effect on _________, 20_______] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT], and the shares may be sold on or after such date. VOID AFTER 5:00 P.M.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, EASTERN TIMEand 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, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.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] EXHIBIT 1.1 If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISAINDIA GLOBALIZATION CAPITAL, INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Ram Mxxxxxx Title: Chairman and Chief Executive Officer Confirmed as of Accepted on the date first written above mentionedwritten. FXXXXX, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORPBXXXX WXXXX, INC. By: /s/ Xxxxx Xxxxxx Name: Rxxxxxx X. Xxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaSenior Vice-President 29 EXHIBIT 1.1 SCHEDULE I INDIA GLOBALIZATION CAPITAL, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total INC. 20,000,000 Units Number of Firm Shares Units Underwriter to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 Fxxxxx, Bxxxx Wxxxx, Inc. 20,000,000 20,000,000 EXHIBIT 1.1 EXHIBIT A Form India Globalization Capital, Inc. Attn.: Ram Mxxxxxx c/o Integrated Global Networks, LLC 4000 Xxxxxxxxxx Xxxxxx Bethesda, Maryland 20814 Gentlemen: Reference is made to the Final Prospectus of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFIndia Globalization Capital, AGREES THAT IT WILL NOT SELLInc. (“IGC”), TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLdated , TRANSFER2005 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that IGC has established the Trust Fund, ASSIGNinitially in an amount of $ for the benefit of the Public Stockholders and that IGC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of IGC or (ii) to IGC after it consummates a Business Combination. For and in consideration of IGC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (DEFINED BELOWthe “Claim”) TO ANYONE OTHER THAN and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with IGC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT 1.1 EXHIBIT B India Globalization Capital, Inc. Attn.: Ram Mxxxxxx c/o Integrated Global Networks, LLC 4000 Xxxxxxxxxx Xxxxxx Bethesda, Maryland 20814 Gentlemen: Reference is made to the Final Prospectus of India Globalization Capital, Inc. (I“IGC”), dated , 2005 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that IGC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that IGC may disburse monies from the Trust Fund only: (i) AEGIS CAPITAL CORPto the Public Stockholders in the event of the redemption of their shares or the liquidation of IGC; or (ii) to IGC after it consummates a Business Combination. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERINGFor and in consideration of IGC engaging the services of the undersigned, OR the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (IIthe “Claim”) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORPand hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with IGC and will not seek recourse against the Trust Fund for any reason whatsoever. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERPrint Name of Lender Authorized Signature of Lender EXHIBIT 1.1 EXHIBIT C India Globalization Capital, Inc. Attn.: Ram Mxxxxxx c/o Integrated Global Networks, LLC 4000 Xxxxxxxxxx Xxxxxx Bethesda, Maryland 20814 Gentlemen: The undersigned officer or director of India Globalization Capital, Inc. (“IGC”) hereby acknowledges that IGC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that IGC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of IGC or (ii) to IGC after it consummates a Business Combination. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with IGC and will not seek recourse against the Trust Fund for any reason whatsoever. VOID AFTER 5:00 P.M.Notwithstanding the foregoing, EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]such waiver shall not apply to any shares acquired by the undersigned in the public market. COMMON STOCK PURCHASE WARRANT For the Purchase Print Name of [_____] Shares Officer/Director Authorized Signature of Common Stock of Intellicheck Mobilisa, Inc.Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance compliance, or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed 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. [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, INTELLICHECK MOBILISA, INC. TREASURE GLOBAL INC By: /s/ Xxxxxx Xxxxxx Xxxxx Xxxx “Xxx” Teo Name: Xxxxxx Xxxxxx, PhD Xxxxx Xxxx “Xxx” Teo 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: AEGIS CAPITAL CORP. XX XXXXXX, division of Benchmark Investments, LLC By: /s/ Xxxxx Xxxxxx Xxx Xxxxxxxxxx Name: Xxxxx Xxxxxx Xxx Xxxxxxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement Supervisory Principal SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Option Shares Pre-Funded Warrants to be Purchased Number of Additional Option Shares and/or Pre- Funded Warrants if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 XX Xxxxxx, division of Benchmark Investments, LLC 26,014,000 14,000,000 6,002,100 TOTAL 2,617,000 392,550 Sch. 1-1 26,014,000 14,000,000 6,002,100 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 26,014,000 Number of Pre-Funded Warrants: 14,000,000 Number of Option SharesShares and/or Option Pre-Funded Warrants: 392,550 6,002,100 Public Offering Price per Firm Share: $0.80 0.10 Public Offering Price per Pre-Funded Warrant: $0.0999 Public Offering Price per Option Share: $0.10 Public Offering Price per Option Pre-Funded Warrant: $0.0999 Underwriting Discount per Firm Share for 8,321,780 shares: $0.007 Underwriting Discount per Firm Share for 17,692,220 shares: $0.0035 Underwriting Discount per Pre-Funded Warrant: $ 0.006993 Underwriting Discount per Option Share: $0.056 0.007 Underwriting NonDiscount per Option Pre-accountable expense allowance per ShareFunded Warrant: $0.008 0.006993 Proceeds to Company per Firm Share for 8,321,780 shares (before expenses): $0.744 0.093 Proceeds to Company per Firm Share for 17,692,220 shares (before expenses): $0.0965 Proceeds to Company per Pre-Funded Warrant (before expenses): $0.092907 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISACITIUS PHARMACEUTICALS, INC. By: /s/ Xxxxxx Xxxxxx Xxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxx, PhD Xxxxx X. Xxxxxxxx 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: AEGIS CAPITAL CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option Shares is Fully Exercised Number of Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 1,153,938 1,153,938 173,090 173,090 Xxxxxx Xxxxx Securities, Inc 494,546 494,546 74,182 74,182 TOTAL 2,617,000 392,550 Sch. 1-1 1,648,484 1,648,484 247,272 247,272 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 1,648,484 Number of Firm Warrants: 1,648,484 Number of Option Shares: 392,550 247,272 Number of Option Warrants: 247,272 Warrant Exercise Price: $ 4.125 Public Offering Price per Firm Share: $0.80 $ 4.125 Underwriting Discount per Firm Share: $0.056 $ 0.28875 Underwriting Non-accountable expense allowance per Firm Share: $0.008 $ 0.04125 Proceeds to Company per Firm Share (before non-accountable expenses): $0.744 $ 3.83625 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Prospectus [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.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, INTELLICHECK MOBILISAAGILETHOUGHT, INC. By: /s/ Xxxxxx Xxxxxx Senderos Name: Xxxxxx Xxxxxx, PhD Senderos Title: Chief Executive Officer Chairman & CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. A.G.P./ALLIANCE GLOBAL PARTNERS By: /s/ Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxx Xxxxxx X. Xxxxxx Title: Head of Managing Director, Investment Banking [Signature Page] Intellicheck mobilisaAgileThought, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Underwriter Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 A.G.P./Alliance Global Partners 3,560,710 534,106 TOTAL 2,617,000 392,550 3,560,710 534,106 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 3,560,710 Number of Option Shares: 392,550 534,106 Public Offering Price per Share: $0.80 7.00 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 0.49 Proceeds to Company per Share (before expenses): $0.744 6.51 Sch. 2-A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [Written Testing-the-Waters Communications None.] . Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 B EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENTProvided separately]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, 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, INTELLICHECK MOBILISALMP AUTOMOTIVE HOLDINGS, INC. By: /s/ Xxxxxx Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Xxxxxx, PhD Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Xxxxx Xxxxxx Xxxx Xxxx Name: Xxxxx Xxxxxx Xxxx Xxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaLMP Automotive Holdings, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 ThinkEquity, a division of Fordham Financial Management, Inc. 1,725,000 258,750 The Benchmark Company, LLC 575,000 86,250 TOTAL 2,617,000 392,550 Sch. 1-1 2,300,000 345,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 2,300,000 Number of Option Shares: 392,550 345,000 Public Offering Price per Share: $0.80 5.00 Underwriting Discount per Share: $0.056 0.35 Underwriting Non-accountable expense allowance per Share: $0.008 0.05 Proceeds to Company per Share (before expenses): $0.744 4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. Issuer Free Writing Prospectus dated September 3, 2019 filed by the Company pursuant to Rule 433 SCHEDULE 2-2 C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISAcbdMD, INC. By: /s/ Xxxxxx Xxxxxx Mxxx X. Xxxxxxx Name: Xxxxxx Xxxxxx, PhD Mxxx X. Xxxxxxx Title: Chief Executive Financial Officer and Chief Operating Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY, A Division of Fordham Financial Management, Inc. By: /s/ Xxxxx Xxxxxx Exxx Xxxx Name: Xxxxx Xxxxxx Exxx Xxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisacbdMD, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm ofFirm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 by the Representative ThinkEquity, a division of Fordham Financial Management, Inc. 2,000,000 300,000 TOTAL 2,617,000 392,550 Sch. 1-1 2,000,000 300,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 2,000,000 Number of Option Shares: 392,550 300,000 Public Offering Price per Share: $0.80 6.00 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 0.465 Proceeds to Company per Share (before expenses): $0.744 5.535 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Mxxxxx X. Xxxxxxxxxx (Chairman of the Board of Directors and Chief Executive Officer) Mxxx X. Xxxxxxx (Chief Financial Officer and Chief Operating Officer) Axxxxxx X. Xxxxxxx (Director) Sxxxxxx X. Xxxxxx (Director) Bxxxxx Xxxxxxx (Director) Gxxxxxx X. Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Director)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISANRX Pharmaceuticals, INC. Inc. By: /s/ Xxxxxx Xxxxxx Sxxxxxx Xxxxxxx Name: Xxxxxx Xxxxxx, PhD Sxxxxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. EX XXXXXX LLC By: /s/ Xxxxx Xxxxxx Sxx Xxxxxxxxxx Name: Xxxxx Xxxxxx Sxx Xxxxxxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement Supervisory Principal SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre-Funded Warrants to be Purchased Number of Option Shares and/or Option Pre-Funded Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 by the Representative EX Xxxxxx LLC 4,995,000 0 750,000 R. X. Xxxxxxxx & Co., Inc. 5,000 0 0 TOTAL 2,617,000 392,550 5,000,000 0 750,000 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 5,000,000 Number of Firm Pre-Funded Warrants: 0 Number of Option SharesShares and/or Option Pre-Funded Warrants: 392,550 750,000 Public Offering Price per Share: $0.80 0.30 Public Offering Price per Pre-Funded Warrant: $0.299 Underwriting Discount per Share: $0.056 0.024 Underwriting NonDiscount per Pre-Funded Warrant: $0.024 Underwriting non-accountable expense allowance per Share: $0.008 0.003 Underwriting non-accountable expense allowance per Pre-Funded Warrant: $0.003 Proceeds to Company per Share (before expenses): $0.744 0.273 Proceeds to Company per Pre-Funded Warrant (before expenses): $0.273 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] . Sch. 2-2 B SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Sxxxxxx 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 usagreement. Very truly yours, INTELLICHECK MOBILISA, INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL SHERMEN WSC ACQUISITION CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Head Accepted on the date first above written: CIBC WORLD MARKETS CORP. By: Name: Title: CRT CAPITAL GROUP LLC By: Name: Title: SCHEDULE 2.17.4 All Company directors, officers and beneficial owners of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses stock that have NASD affiliations [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form FORM OF OPINION OF COMPANY COUNSEL EXHIBIT B Shermen WSC Acquisition Corp. 0000 Xxxxxx xx xxx Xxxxxxxx Xxxxx 000 Xxx Xxxx, XX 00000 Gentlemen: Reference is made to the Prospectus of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFShermen WSC Acquisition Corp. (the “Company”), AGREES THAT IT WILL NOT SELLdated , TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established the trust account at Xxxxxx Brothers Inc. maintained by Continental Stock Transfer & Trust (the “Trust Account”), TRANSFERinitially in the amount of $115,800,000, ASSIGNfor the benefit of the Public Stockholders and that the Company may disburse monies from the Trust Account only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of the Company or (ii) to the Company after it consummates an initial Business Combination. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating an initial Business Combination with it, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (DEFINED BELOW“Claim”) TO ANYONE OTHER THAN and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT C Shermen WSC Acquisition Corp. 0000 Xxxxxx xx xxx Xxxxxxxx Xxxxx 000 Xxx Xxxx, XX 00000 Gentlemen: Reference is made to the Prospectus of Shermen WSC Acquisition Corp. (Ithe “Company”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established the trust account at Xxxxxx Brothers Inc. maintained by Continental Stock Transfer & Trust (the “Trust Account”), initially in the amount of $115,800,000, for the benefit of the Public Stockholders and that the Company may disburse monies from the Trust Account only (i) AEGIS CAPITAL CORPto the Public Stockholders in the event of the redemption of their shares or the liquidation of the Company or (ii) to the Company after it consummates an initial Business Combination. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERINGFor and in consideration of the Company engaging the services of the undersigned, OR the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (II“Claim”) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORPand hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase Print Name of [_____] Shares Vendor/Lender Authorized Signature of Common Stock of Intellicheck Mobilisa, Inc.Vendor/Lender

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, INTELLICHECK MOBILISABITNILE HOLDINGS, INC. By: /s/ Xxxxxx Xxxxxx Wxxxxxx X. Xxxxx Name: Xxxxxx Xxxxxx, PhD Wxxxxxx 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: AEGIS CAPITAL CORP. ALEXANDER CAPITAL, L.P. By: /s/ Xxxxx Jxxxxxxx Xxxxxx Name: Xxxxx Jxxxxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 Alexander Capital, L.P. 144,000 TOTAL 2,617,000 392,550 Sch. 1-1 144,000 SCHEDULE 2-A Pricing Information Number of Firm SharesTerm Sheet Issuer BitNile Holdings, Inc. (“NILE” or the “Company”) Placement Agent Alexander Capital, L.P. a licensed broker-dealer with FINRA Security: 2,617,000 Number of Option Shares13.00% Series D Cumulative Redeemable Perpetual Preferred Stock (“Series D Preferred Stock”) Ticker: 392,550 Public Offering Price per ShareNILE PRD (NYSE American) Principal Amount: $0.80 Underwriting Discount per Share3,600,000 Price: $0.056 Underwriting Non-accountable expense allowance per Share25.00/share Par Value: $0.008 Proceeds 25.00/share Dividend Rate: 13.00% per annum ($3.25/share) Dividend Payments: Monthly in arrears, on the last day of the month ($0.2708333/share) Term/Maturity Date: Series D Preferred Stock is perpetual and has no maturity date Redemption Feature: Prior to Company the date that is three years after the initial issuance, the Series D Preferred Stock may be redeemed at NILE’s option, in whole or in part, at any time or from time to time, at a redemption price of $25.50 per Share share of Series D Preferred Stock, plus any accumulated and unpaid dividends (before expenses): whether or not declared) on the Series D Preferred Stock up to, but not including, the date of such redemption, upon written notice, as provided in the prospectus. On and after the date that is three years following the initial issuance, the redemption price decreases to $0.744 25.00 per share. Conversion into Common: The Preferred is not convertible into the common stock of the Company. Confidentiality The existence of this term sheet and the individual terms and conditions are of a confidential nature and shall not be disclosed to anyone, except to the Company, the investors and their respective legal advisors SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2Written Testing-2 the-Waters Communications None SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Subsidiaries 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. [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, INTELLICHECK MOBILISA, INCTONIX PHARMACEUTICALS HOLDING CORP. By: /s/ Xxxxxx Xxxxxx SXXX XXXXXXXX Name: Xxxxxx Xxxxxx, PhD Sxxx 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: AEGIS CAPITAL CORP. By: /s/ Xxxxx Xxxxxx DXXXX XXXXXX Name: Xxxxx Dxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. Tonix – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 Corp. 1,620,000 243,000 Dxxxxx Xxxxx Securities, Inc. 180,000 27,000 TOTAL 2,617,000 392,550 Sch. 1-1 1,800,000 270,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 1,800,000 Number of Option Shares: 392,550 270,000 Public Offering Price per Share: $0.80 4.45 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 0.3115 Proceeds to Company per Share (before expenses): $0.744 4.1385 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Sxxx Xxxxxxxx Gxxxxxx X. Xxxxxxxx Bxxxxxx Xxxxxxx Sxxxxx Xxxxxxxx Pxxxxxx X. Xxxxx Dxxxxx X. Xxxxxx Exxxxx Xxxxx Cxxxxxx X. Xxxxxx Jxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Sxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A C Form of RepresentativePress Release [COMPANY] [Date] [COMPANY] (the “Company”) announced today that Aegis Capital Corp., acting as representative for the underwriters in the Company’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFrecent public offering of _______ shares of the Company’s common stock, 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 CORPis [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. 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 The [waiver] [release] will take effect on _________, 20_______] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT], and the shares may be sold on or after such date. VOID AFTER 5:00 P.M.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, EASTERN TIMEand 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, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.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, INTELLICHECK MOBILISA, 1847 XXXXXXXX INC. By: /s/ Xxxxxx Xxxxxx Xxxxxxx X. Xxxxx Name: Xxxxxx Xxxxxx, PhD Xxxxxxx 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: AEGIS CAPITAL CORP. THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director, Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. Equity Syndicate 1847 XXXXXXXX INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants Total Number of Option Shares to be Purchased if the Over-Allotment Total Number of Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 Warrants ThinkEquity, a division of Fordham Financial Management, Inc. 91,111,111 91,111,111 2,000,000 2,000,000 TOTAL 2,617,000 392,550 Sch. 1-1 91,111,111 91,111,111 2,000,000 2,000,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 91,111,111 Number of Firm Warrants 91,111,111 Number of Option Shares: 392,550 2,000,000 Number of Option Warrants: 2,000,000 Purchase Price per Option Share: $2.0832 Purchase Price per Option Warrant: $0.0093 Public Offering Price per ShareFirm Security: $0.80 2.25 Underwriting Discount per ShareFirm Security: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 0.1575 Proceeds to Company per Share Firm Security (before expenses): $0.744 2.0925 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. SCHEDULE 2-2 C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxx Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx Xxxxxx Xxxxxxx Xxxx Xxxx The 2020 Xxxxxx Xxxxxxx Trust The 2020 Xxxx Xxxxxx Xxxxxxx Trust EXHIBIT B Lock-Up Agreement [●], 2021 ThinkEquity A Division of Fordham Financial Management, Inc. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-Xxxx, XX 00000 As Representative of the several Underwriters named on Schedule 1 EXHIBIT A Form to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that ThinkEquity, a Division of Fordham Financial Management, Inc. (the “Representative’s Warrant ”), proposes to enter into an Underwriting Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF(the “Underwriting Agreement”) with 1847 Xxxxxxxx Inc., AGREES THAT IT WILL NOT SELLa Delaware corporation (the “Company”), TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLproviding for a public offering (the “Public Offering”) of shares of common stock, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE par value $0.0001 per share (DEFINED BELOWthe “Common Stock”) 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 DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares and warrant to purchase shares of Common Stock of Intellicheck Mobilisathe Company (the “Securities”). To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending 90 days after the date of the Underwriting Agreement relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the undersigned or a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c), (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of Common Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Common Shares or any securities convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within [90] days after the date of the Underwriting Agreement, and after such [90]th day, if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (j) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date hereof to and including the 34th day following the expiration of the Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period has expired. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by June 30, 2021, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name - Please Print) (Signature) (Name of Signatory, in the case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: EXHIBIT C Form of Press Release 1847 XXXXXXXX INC. [Date] 1847 Xxxxxxxx Inc. (the “Company”) announced today that ThinkEquity, a division of Fordham Financial Management, Inc., acting as representative for the underwriters in the Company’s recent public offering of shares of the Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended. EXHIBIT D Form of Opinion of Counsel

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance noncompliance 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, INTELLICHECK MOBILISA, INC. CEL-SCI Corporation By: /s/ Xxxxxx Xxxxxx Geert R. Xxxxxxx Name: Xxxxxx Xxxxxx, PhD Geert R. Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS KINGSWOOD CAPITAL CORP. MARKETS, division of Benchmark Investments, Inc. By: /s/ Xxxxx Xxxxxx Sxx Xxxxxxxxxx Name: Xxxxx Xxxxxx Sxx Xxxxxxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. Supervisory Principal Cel-Sci Corporation – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased bePurchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital Markets, division of Benchmark Investments, Inc. 500,000 75,000 Aegis Capital Corp 2,617,000 392,550 Corp. 500,000 75,000 TOTAL 2,617,000 392,550 Sch. 1-1 1,000,000 150,000 SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: 2,617,000 1,000,000 Number of Option Additional Shares: 392,550 150,000 Public Offering Price per Share: $0.80 14.65 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 1.03 Proceeds to Company per Share (before expenses): $0.744 13.62 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Prospectuses

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISAHEAT BIOLOGICS, INC. By: /s/ Xxxxxx Xxxxxx Jxxxxxx Xxxx Name: Xxxxxx Xxxxxx, PhD Jxxxxxx Xxxx Title: Chief Executive Officer Chairman, CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. A.G.P./ALLIANCE GLOBAL PARTNERS By: /s/ Xxxxx Xxxxxx Txxxxx X. Xxxxxxx Name: Xxxxx Xxxxxx Txxxxx X. Xxxxxxx Title: Head of Managing Director, Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Option Firm Warrants to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 by the Representative Number of Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative A.G.P./Alliance Global Partners 16,000,000 8,000,000 2,400,000 1,200,000 Arcadia Securities 2,000,000 1,000,000 300,000 150,000 Maxim Group LLC 2,000,000 1,000,000 300,000 150,000 TOTAL 2,617,000 392,550 Sch. 1-1 20,000,000 10,000,000 3,000,000 1,500,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 20,000,000 Number of Firm Warrants: 10,000,000 Number of Option Shares: 392,550 3,000,000 Number of Option Warrants: 1,500,000 Public Offering Price per Firm Share: $0.80 0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 Underwriting Discount per Firm Share: $0.056 0.0238 Underwriting Non-accountable expense allowance Discount per ShareFirm Warrant: $0.008 0.0007 Proceeds to Company per Firm Share (before expenses): $0.744 0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] . Sch. 2-2 B SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Jxxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Lock-Up 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 DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisaseveral underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) of shares of common stock, par value $0.0002 per share, of the Company (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISAKnow Labs, INC. Inc. By: /s/ Xxxxxx Xxxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxx, PhD X. Xxxxxxxx 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: AEGIS CAPITAL CORP. Boustead Securities, LLC By: /s/ Xxxxx Xxxxxx Xxxxx Name: Xxxxx Xxxxxx Xxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaChief Executive Officer The Benchmark Company, Inc. – Underwriting Agreement LLC By: /s/ Xxxx X. Xxxxx XXX Name: Xxxx X. Xxxxx XXX Title: Senior Managing Director 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 Aegis Capital Corp 2,617,000 392,550 Boustead Securities, LLC 14,000,000 2,100,000 The Benchmark Company 14,000,000 2,100,000 TOTAL 2,617,000 392,550 Sch. 1-1 28,000,000 4,200,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 28,000,000 Number of Option Shares: 392,550 4,200,000 Public Offering Price per Firm Share: $0.80 0.25 Public Offering Price per Option Share: $0.25 Underwriting Discount per Firm Share: $0.056 0.0175 Underwriting Discount per Option Share: $0.0175 Non-accountable expense allowance Expense Allowance per Firm Share: $0.008 Proceeds to Company 0.0025 Non-accountable Expense Allowance per Share (before expenses): Option Share: $0.744 0.0025 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SchFree Writing Prospectus filed September 20, 2023. 2-2 SCHEDULE 3 List EXHIBIT A Form of Representatives’ Warrant EXHIBIT B Form of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3Agreement Lock-1 EXHIBIT A Form of Representative’s Warrant Up 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 [September ________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME2023 Boustead Securities, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For 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 the Purchase several Underwriters named on Schedule 1 of [_____] Shares 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 Intellicheck Mobilisathe 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, Inc.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, INTELLICHECK MOBILISAAMMO, INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Title: Fxxx X. Xxxxxxxxx Fxxx X. Xxxxxxxxx President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. ALEXANDER CAPITAL, L.P. By: /s/ Xxxxx Jxxxxxxx Xxxxxx Name: Xxxxx Jxxxxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares Public Securities to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 Alexander Capital, L.P. 138,220 TOTAL 2,617,000 392,550 Sch. 1-1 138,220 SCHEDULE 2-A Pricing Information Number of Firm SharesTerm Sheet Issuer Ammo, Inc. (“POWW” or the “Company”) Book running manager Alexander Capital, L.P. a licensed broker-dealer with FINRA Security: 2,617,000 Number of Option SharesSeries A Cumulative Redeemable Perpetual Preferred Stock (“Preferred”) Ticker: 392,550 Public Offering Price per SharePOWWP (Nasdaq) Principal Amount: Up to $3,455,500 Price: $0.80 Underwriting Discount 25.00/share Dividend Rate: 8.75% per Share: annum ($0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.2.1875/share)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [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, INTELLICHECK MOBILISA, INC. FORTRESS AMERICA ACQUISITION CORPORATION By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD TitleC. Txxxxx XxXxxxxx Title : Chief Executive Officer Confirmed as of Chairman Accepted on the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL written. SUNRISE SECURITIES CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Nxxxxx Low Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement President SCHEDULE 1 I FORTRESS AMERICA ACQUISITION CORPORATION 7,000,000 Units Underwriter Total Number of Firm Shares Units to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 Sunrise Securities Corp. ____7,000,000______ EXHIBIT A Form Fortress America Acquisition Corporation 3 Xxxxxxxx Xxxxx Xxxxxx Xxxxx 000 Xxxxxxxx, XX 00000 Attn: C. Txxxxx XxXxxxxx Gentlemen: Reference is made to the Final Prospectus of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFFortress America Acquisition Corporation (“FAAC”), 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 [dated ________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT], 2005 (the “Prospectus”). VOID AFTER 5:00 P.M.Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that FAAC has established the Trust Fund, EASTERN TIMEinitially in an amount of $37,660,000 for the benefit of the Public Stockholders and that FAAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of FAAC or (ii) to FAAC after it consummates a Business Combination. For and in consideration of FAAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, [the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with FAAC and will not seek recourse against the Trust Fund for any reason whatsoever. ___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares __________ Print Name of Common Stock Target Business __________________________________ Authorized Signature of Intellicheck MobilisaTarget Business EXHIBIT B Fortress America Acquisition Corporation 3 Xxxxxxxx Xxxxx Xxxxxx Xxxxx 000 Xxxxxxxx, Inc.XX 00000 Attn: C. Txxxxx XxXxxxxx Gentlemen: Reference is made to the Final Prospectus of Fortress America Acquisition Corporation (“FAAC”), dated _________, 2005 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that FAAC has established the Trust Fund, initially in an amount of $37,660,000 for the benefit of the Public Stockholders and that FAAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of FAAC; or (ii) to FAAC after it consummates a Business Combination. For and in consideration of FAAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with FAAC and will not seek recourse against the Trust Fund for any reason whatsoever. __________________________________ Print Name of Vendor __________________________________ Authorized Signature of Lender EXHIBIT C Fortress America Acquisition Corporation 3 Xxxxxxxx Xxxxx Xxxxxx Xxxxx 000 Xxxxxxxx, XX 00000 Attn: C. Txxxxx XxXxxxxx Gentlemen: The undersigned officer or director of Fortress America Acquisition Corporation (“FAAC”) hereby acknowledges that FAAC has established the Trust Fund, initially in an amount of $37,660,000 for the benefit of the Public Stockholders and that FAAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of FAAC or (ii) to FAAC after it consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with FAAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market. __________________________________ Print Name of Officer/Director __________________________________ Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] [Signature Page] PAVmed Inc. – Underwriting Agreement If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISA, INC. PAVmed Inc. By: /s/ Xxxxxx Xxxxxx Lxxxxx Xxxxx, M.D. Name: Xxxxxx XxxxxxLxxxxx Xxxxx, PhD M.D. Title: Chairman and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. Dxxxxx Xxxxx Securities, Inc. By: /s/ Xxxxx Xxxxxx Rxxxxx X. Xxxxxx, Xx. Name: Xxxxx Xxxxxx Rxxxxx X. Xxxxxx, Xx. Title: Head CEO On behalf of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement each of the Underwriters SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 Dxxxxx Xxxxx Securities, Inc. 2,415,278 362,292 Total: 2,415,278 362,292 SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: 2,617,000 2,415,278 Number of Option Shares: 392,550 362,292 Public Offering Price per Share: $0.80 1.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance 0.144 (8% per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 ) SCHEDULE 2-B I Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, 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, INTELLICHECK MOBILISADIGITAL BRANDS GROUP, INC. By: /s/ Xxxxxx Xxxxxx Hil Dxxxx Name: Xxxxxx Xxxxxx, PhD Hil Dxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS KINGSWOOD CAPITAL CORP. MARKETS, division of Benchmark Investments, Inc. By: /s/ Xxxxx Xxxxxx Sxx Xxxxxxxxxx Name: Xxxxx Xxxxxx Sxx Xxxxxxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaSupervisory Principal DIGITAL BRANDS GROUP, Inc. INC. – Underwriting Agreement UNDERWRITING AGREEMENT 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 Aegis Kingswood Capital Corp 2,617,000 392,550 Markets, division of Benchmark Investments, Inc. 2,404,639 361,445 Westpark Capital LLC 5,000 0 TOTAL 2,617,000 392,550 Sch. 1-1 2,409,639 361,445 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 2,409,639 Number of Firm Warrants: 2,409,639 Number of Option Shares: 392,550 361,445 Number of Option Warrants: 361,445 Public Offering Price per ShareFirm Share and Firm Warrant: $0.80 4.15 Public Offering Price per Option Share and Option Warrant: $4.15 Underwriting Discount per ShareFirm Share and Firm Warrant: $0.056 0.33 Underwriting Non-accountable expense allowance Discount per ShareOption Share and Option Warrant: $0.008 0.33 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $0.744 3.82 Proceeds to Company per Option Share and Option Warrant (before expenses): $3.82 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISAMUSCLE MAKER, INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Title: Mxxxxxx X. Xxxxx Mxxxxxx X. Xxxxx Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. ALEXANDER CAPITAL, L.P. By: /s/ Xxxxx Jxxxxxxx Xxxxxx Name: Xxxxx Jxxxxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 Alexander Capital, L.P. 3,293,118 493,117 Benchmark Investments, Inc. 1,000 1,000 TOTAL 2,617,000 392,550 Sch. 1-1 3,294,118 494,117 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 3,294,118 Number of Option Shares: 392,550 494,117 Public Offering Price per Share: $0.80 1.70 Underwriting Discount per Share: $0.056 0.153 Underwriting Non-accountable expense allowance per Share: $0.008 0.017 Proceeds to Company per Share (before expenses): $0.744 1.53 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SchFree Writing Prospectus filed with the Commission on August 26, 2020. Free Writing Prospectus filed with the Commission on September 8, 2020. SCHEDULE 2-2 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 Sxxxxxx Xxxxxx Xxxxxx Xxxxxx A.X. Xxxxxxxx III Pxxx X. Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Jxxx Xxxxxxx Xxxxx Sch. 3-1 Pxxxx X. Xxxxxxxxx Oxxxxxxxx Xxxxxxxxxxx Stockholders: Jxxx Xxxxxxx SCHEDULE 4 Subsidiaries and Affiliates EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. ALEXANDER CAPITAL, L.P. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. ALEXANDER CAPITAL, L.P. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERDEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]MARCH 9, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]SEPTEMBER 10, 2025. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____[ ] Shares of Common Stock of Intellicheck MobilisaMUSCLE MAKER, Inc.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, INTELLICHECK MOBILISAKIROMIC BIOPHARMA, INC. By: /s/ Xxxxxx Xxxxxx Maurizio Chiriva-Internati, PhD Name: Xxxxxx XxxxxxMaurizio Chiriva-Internati, PhD Title: Chief Executive Officer President and CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Xxxxx Kxxxx Xxxxxx Name: Xxxxx Kxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 ThinkEquity, a division of Fordham Financial Management, Inc. . 919,000 187,500 Pxxxxxx Investment Company, LLC 331,000 - TOTAL 2,617,000 392,550 Sch. 1-1 1,250,000 187,500 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 1,250,000 Number of Option Shares: 392,550 187,500 Public Offering Price per Share: $0.80 12.00 Underwriting Discount per Share: $0.056 0.90 Underwriting Non-accountable expense allowance per Share: $0.008 0.12 Proceeds to Company per Share (before expenses): $0.744 10.98 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. SCHEDULE 2-2 C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties 3T-SRL Axxxxxx, Xxxxx AIM Creative LLC-Jui-Jxxx Xxxx Kxx Xxxxxxx, Kxxxxx Xxxxxxxx Arzenton, Axxxxx Xxxxx Arzenton, Luca Bxxxxxxx, Xxxxx Bxxxxxx, Xxxxxxx BCT Capital & Holdings, LLC Bxxxxxx, Xxxxxx BioVentures LLC Bxxxxxxx, Xxxxxxx Bxxxxxxxx, Xxxxxx BTE AUS Member, LLC Bxxxxxxxx, Rxxxx Xxxxxxx, Rxxxxxxxx Xxxxxxxxx, Gxxxxxxx Xxxxxxxx, Exxxxx Xxxx, Jxxxx Xxxx, Jxxxx Xxxxxx and Cxxx Nxxx Xxxxxxxxx, Jxxxxx Xxxx, Yxxxx Xxxxx, I-Ho Chiriva-Internati, Mxxxxxxx Xxxx Hx, Xxx-Xxxx Chou, Cxxxxxx Xxxx, Lxxxxxx Xxxxxx, Jxxx Xxxxxxxxx, Axxxxxx Xxxxx, Dxx Xxxxx, Exxxxxxx Xxxxxxx, Lxxx Xxxxxxx, Jxx X'Xxxxx, Mxxxxx Xxxxxxxx, Sxxxx Xxxxx, Mxxx and Cxxxx De Mxxxx, Rxxxxxx Xxxxxx, Sxxxxxx Xxxxxxx, Jxx Xxxxxxx, Jxxxxx X. and Cxxxx X. Exxxx, Xxxxxxx Exxxx, Xxxxxxxx Encap (Global) Asset Management Limited Enterprises, Qubty - Now JKTA Trust Fxxxxxxx, Xxxxxxxx Fxxxxxx, Sxxxxxx Fxxxxxxx, Xxxx A. Xxxxxxx Investment IXX, LLC Fxxxxxx, Gxxxxxxxx Xxxxxxxx, Fxxxxx Xxx, Dxx Xxxxxxxxx, Axxxxxx Xxxxxxxxxxx, Gxxx Xxxxxxx, Jxxxx Xxxxx, Kxxx Xxxxxx, Dxxxx Xxxxxx, Wxxxxxx Xxxxx Hxxxxxxxx Commercial Development, LLC Hermonat, Pxxx Xx-Xxxx Family Foundation Ho, Pxxxx Xxxxx, Pxxxx Xxxx, Rxxxxxx Xxx, Fxxxx X. Hxxx Xxx Bxx Xxx and Txxx Xxxx Qxxx Xxxxxx Xxxxxxx I.F.&D Group SRO Interactive Engineering EOOD Islam, Rafiul Sameer and Exxxxxx Xxxxxx J & D Partnership Jxxxx and Sxx Xxxxxx, Inc Jxxxxxx, Cxxx Xxxxxxx, Txxx Xxxx, Mxxxxx Xxxx, Pxxxx X. and Exxxx Xxxx, Bxxxxxx Xxxx, Jxxxxx and Sxxxxx Xxxx, Kxxxx Xxxx, Sxxxxx Xxxxxxx, Kxxxx Xxx, Dxxxx Nxxxxx Xx, Kx Xxxxxx and Hxxxx Le, My Dxxxx Lx, Xxx C and Hxxxx Tin Lxx Interests, LX Xxx, Fang-Yxxx Xxxxxxxx, Wxxxx X. Lubbock Eagle LX Xxxxxx, Rxxxxx Xxxxxx, Rxx Xxxxxxxxx, Francesco MD Mxxxxx, Mxxx Xxxxxxxx, Sxxxxx X. MxXxxxx, Jxxxx Xxxxxxx, Axxxxx Xxxxxxxxx, Lxxxxxxx Xxxxxxx, Mxxxxx Xxxxxxx, Jxx Xxxxx, Mxxxxxx Nxxxx X. Xxxxxxxx Revocable Trust Nat, Axxxxx Xxxxxx, Bxxxx Xxxxxx, Dxxxx Xxxxxx, Lxx X. Xxxxxx, Txx Xxxxxx, Txx (Lab Manager @ KRBP) Nxxxxx, Xxxxx Xxxxx, Ixxxxx Xxxxxxxxx, Mxxxxxxx MD Paranki Investment Group LLC Pxxxxxx, Xxxxxx Peraboni, Corrado Axxxxx Xxxxxxx, Mxxxx Xxxxxxxx, Lxxxx Prevail Partners LLC Qubty Enterprises - Now JKTA Trust Radiation Oncology of the S Plains Ramnath, Rxxxxxx Xxxxxxx, Rxxxx Xxxxxx, Jxxxxx Xxxxxx, Kxxxxxx Xxxxxxxx, Lxxx Xxxxx, Jxxx X. Xxxxxx, Pxxxxxxx Xxxx, Txxx Xxxxxx, Gxxxxxxx Xxxx, Mxxx Xxxxxxxx Revocable Trust 02 28 97 Sxxxxxxxx, Xxxxx Sxxxx Xxxxx Investment LLC Sxxxxxx, Dxxxx Xxxxxx, Cxxxxxx and Bxxxxxx Sufi, Asifi Sxxxxxxxxxx, Xxxxx Xxxxx Tarpis LLC TEN-8 SRL Txxxxxx, Dxxx Xxxxxxx, Jxxxx The Revocable Trust of Lxxxx X. De la Gxxxx Xxxxxx, Jxxx Tontat, Txxx Xxxxx, Gxxxxxxxx Xx Xxxxxx, Cxxxxx Xxxxxxx, Kayley Van, Txxxx X. Wxxx, Xxxxxxxx Wxxxxxx, Xxxx Xxxxxx Xxx and Wxxxx Xxxxx Xxxx Family LX Xxxxxxxx, Sxxxx Xxxxxx, Dxxxxx X. Xxxxxx, Bxxx Xxxxxxxx, Jiang Yxxxx, Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITING AGREEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. 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 AEGIS CAPITAL CORP. THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]OCTOBER 15, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, OCTOBER [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]•]1, 2025. WARRANT TO PURCHASE COMMON STOCK KIROMIC BIOPHARMA INC. Warrant Shares: 62,500 Initial Exercise Date: October 15, 2021 THIS WARRANT TO PURCHASE WARRANT For COMMON STOCK (the Purchase “Warrant”) certifies that, for value received, ThinkEquity, a division of Fordham Financial Management, Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 15, 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 (such date, the “Termination Date”) that is [_____five (5)] Shares years following the effective date of the offering , but not thereafter, to subscribe for and purchase from Kiromic BioPharma, Inc., a Delaware corporation (the “Company”), up to 62,500 shares of Common Stock, par value [$0.001] per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock of Intellicheck Mobilisaunder this Warrant shall be equal to the Exercise Price, Inc.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, INTELLICHECK MOBILISARXXXXX PHARMACEUTICALS, INC. By: /s/ Xxxxxx Axxxxx X. Xxxxxx Name: Axxxxx X. Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Xxxxx Dxxxx Xxxxxx Name: Xxxxx Dxxxx Xxxxxx Title: Head of Investment Banking [Signature Pagesignature page] Intellicheck mobilisarxxxxx pharmaceuticals, Inc. inc. – Underwriting Agreement underwriting agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 Corp. 2,127,660 212,766 TOTAL 2,617,000 392,550 Sch. 1-1 2,127,660 212,766 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 2,127,660 Number of Option Shares: 392,550 212,766 Public Offering Price per Share: $0.80 2.35 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 0.1645 Proceeds to Company per Share (before expenses): $0.744 2.1855 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties ● Mxxxxxx X. Step ● Axxxxx X. Xxxxxx ● Ixx X. Xxxxxx ● Nxxx Xxxxx ● Mxxxxxx X. Xxxxx ● Pxxx X. Xxxxx ● Gxxxxx X. Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 ● Exxxx Xxxxxxxxx EXHIBIT A Form of Lock-Up Agreement [●], 2000 Xxxxx Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Rxxxxx Pharmaceuticals, 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”). 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 75 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 Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in the Public Offering or in open market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in the Public Offering or 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 current or former members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or to any investment fund or other entity that controls or manages the undersigned (including, for the avoidance of doubt, a fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company as the undersigned or who shares a common investment advisor with the undersigned); (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Warrant Common Stock (the “Plan Shares”) or the transfer of Shares or any securities convertible into Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made within 30 days after the date of the Underwriting Agreement, and after such 30th day, if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Shares during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements 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; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the conversion of the outstanding preferred stock of the Company into Shares, provided that such Shares remain subject to the terms of this agreement; (j) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the undersigned shall use its reasonable best efforts to cause the transferee 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 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 change of control of the Company; provided that in the event that the change of control 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, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Shares 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 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFto 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, AGREES THAT IT WILL NOT SELLlegal representatives, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLsuccessors and assigns. The undersigned understands that, TRANSFERif the Underwriting Agreement is not executed by November 30, ASSIGN2016, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE or if the Underwriting Agreement (DEFINED BELOWother than the provisions thereof which survive termination) TO ANYONE OTHER THAN shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (IName - Please Print) AEGIS CAPITAL CORP(Signature) (Name of Signatory, in the case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: EXHIBIT B Form of Press Release RXXXXX PHARMACEUTICALS, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING[Date] Rxxxxx Pharmaceuticals, OR Inc. (IIthe “Company”) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORPannounced today that Aegis Capital Corp., 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. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO The [waiver] [release] will take effect on _________, 20_______] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT], and the shares may be sold on or after such date. VOID AFTER 5:00 P.M.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, EASTERN TIMEand 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, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.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, INTELLICHECK MOBILISAEastside Distilling, INC. Inc. By: /s/ Xxxxxx Xxxxxx Gxxxxx X. Xxxxxxxxxx Name: Xxxxxx Xxxxxx, PhD Gxxxxx X. Xxxxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: RXXX CAPITAL PARTNERS, LLC By: /s/ Axxxx X. Xxxxxxxx Name: Axxxx X. Xxxxxxxx Title: Head of Equity Capital Markets AEGIS CAPITAL CORP. By: /s/ Xxxxx Dxxxx Xxxxxx Name: Xxxxx Dxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased Number of Option Additional Shares and/or Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Rxxx Capital Partners, LLC 600,000 90,000 Aegis Capital Corp 2,617,000 392,550 Corp. 600,000 90,000 TOTAL 2,617,000 392,550 1,200,000 180,000 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: 2,617,000 1,200,000 Number of Option Shares: 392,550 180,000 Number of Option Warrants: 180,000 Public Offering Price per ShareFirm Unit: $0.80 4.50 Underwriting Discount per ShareFirm Unit: $0.056 0.3150 Underwriting Non-accountable expense allowance per ShareFirm Unit: $0.008 0.045 Proceeds to Company per Share Unit (including non-accountable expense but before expenses): $0.744 4.14 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] . SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-2 1 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Glenbrook Capital LP Sxxxxx Xxxx Txxxx X. Xxxxx Mxxxxxx X. Xxxxxxx Xxxxxx Gxxxxx X. Xxxxxxxxxx Mxxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Jxxxxxx Xxxxxxxx Axxxx Xxxxxxx Xxxxx Sxxxxx X. Xxxxxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFEx. A-1 EXHIBIT B Form of Lock-Up Agreement [●], AGREES THAT IT WILL NOT SELL2017 Rxxx Capital Partners, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLLLC 800 Xxx Xxxxxxxx Xxxxxxx Xxxxx, TRANSFERXX 00000 and Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, ASSIGN00xx Xxxxx Xxx Xxxx, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Rxxx Capital Partners, LLC, as representative, joint lead underwriter, and joint bookrunner (DEFINED BELOWthe “Representative”), and Aegis Capital Corp., as joint lead underwriter and joint bookrunner, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) 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 DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisawith Eastside Distilling, Inc., a Nevada corporation (the “Company”), providing for the public offering of units consisting of one share of common stock, par value $0.0001 per share, of the Company (the “Shares”) and one warrant to purchase one share of common stock, par value $0.0001 per share, of the Company (the “Public Offering”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [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, INTELLICHECK MOBILISAHEALTHCARE TRIANGLE, INC. By: /s/ Xxxxxx Xxxxxx By:/s/ Sxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxx, PhD Sxxxxx Xxxxxxxxxxxx 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: AEGIS CAPITAL CORP. EX XXXXXX, division of Benchmark Investments, LLC By: /s/ Xxxxx Xxxxxx Sxx Xxxxxxxxxx Name: Xxxxx Xxxxxx Sxx Xxxxxxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaSupervisory Principal HEALTHCARE TRIANGLE, Inc. INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 EX Xxxxxx, division of Benchmark Investments, LLC 3,257,500 489,375 Jxxxxx Xxxxxx & Co. LLC 5,000 — TOTAL 2,617,000 392,550 Sch. 1-1 3,262,500 489,375 SCHEDULE 22 N/A SCHEDULE 3-A Pricing Information Number of Firm Shares: 2,617,000 3,262,500 Number of Option Shares: 392,550 489,375 Public Offering Price per Firm Share: $0.80 4.00 Public Offering Price per Option Share: $4.00 Underwriting Discount per Firm Share: $0.056 0.32 Underwriting Non-accountable expense allowance Discount per Option Share: $0.008 0.32 Proceeds to Company per Firm Share (before expenses): $0.744 3.68 Proceeds to Company per Option Share (before expenses): $3.68 SCHEDULE 23-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 Free Writing Prospectus filed with the SEC on September 9, 2021 and linked to here: hxxxx://xxx.xxx.xxx/Xxxxxxxx/exxxx/data/0001839285/000160706221000320/hti090821fwp.htm SCHEDULE 3 4 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of Intellicheck Mobilisa, Inc.Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISA, PYXIS TANKERS INC. By: /s/ Xxxxxx Xxxxxx Xxxxx Xxxxxxxx Name: Xxxxxx Xxxxxx, PhD Xxxxx Xxxxxxxx Title: Chief Executive Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY, A Division of Fordham Financial Management, Inc. By: /s/ Xxxxx Xxxxxx Xxxx Xxxx Name: Xxxxx Xxxxxx Xxxx Xxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Pyxis Tankers Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Optional Shares to be Purchased if the Over- Allotment Option Shares is Fully Exercised Number of Optional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 ThinkEquity, a division of Fordham Financial Management, Inc. 200,000 1,600,000 30,000 240,000 TOTAL 2,617,000 392,550 Sch. 1-1 200,000 1,600,000 30,000 240,000 SCHEDULE 2-A Pricing Information Number of Units/Firm Securities: 200,000 Number of Firm Shares: 2,617,000 200,000 Number of Firm Warrants: 1,600,000 Number of Option Shares: 392,550 30,000 Number of Option Warrants: 240,000 Public Offering Price per Share: Firm Security (one Share and Eight Warrants): $0.80 25.00 Underwriting Discount per ShareShare and Eight Warrants: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 1.875 Proceeds to Company per Share and Eight Warrants (before expenses): $0.744 23.125 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 Free Writing Prospectus filed with the SEC on September 28, 2020 Free Writing Prospectus filed with the SEC on August 28, 2020 SCHEDULE 3 List of Lock-Up Parties Valentios (“Xxxxx”) Xxxxxxxx Xxxxx X. Xxxxxxxx Xxxxxxxxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxxxx X. Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 X. Xxxxxxxxx Xxxxxxxxx X. Xxxxxx SCHEDULE 2.25 VESSEL LIST Vessel Name Vessel Owning Subsidiaries Flag Pyxis Epsilon Eigthone Corp. Republic of the Xxxxxxxx Islands Pyxis Theta Seventhone Corp. Malta Pyxis Malou Fourthone Corp. Malta Northsea Alpha Secondone Corp. Malta Northsea Beta Thirdone Corp Malta EXHIBIT A A-1 Form of RepresentativeUnderwriter’s Warrant Agreement (Series A Preferred Shares) THE REGISTERED HOLDER OF THIS PURCHASE UNDERWRITER'S WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE UNDERWRITER'S WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF THIS PURCHASE WARRANT AGREES ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) OF EFFECTIVENESS OF THE PUBLIC OFFERING OF THE COMPANY'S SECURITIES PURSUANT TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORPREGISTRATION STATEMENT NO. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION 333-245405 AS FILED WITH THE OFFERINGSECURITIES AND EXCHANGE COMMISSION, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALEREXCEPT IN ACCORDANCE WITH FINRA RULE 5110(g)(2). THIS PURCHASE UNDERWRITER'S WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]1. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]2. COMMON STOCK UNDERWRITER'S WARRANT TO PURCHASE WARRANT For the Purchase of 7.75% SERIES A CUMULATIVE CONVERTIBLE PREFERRED SHARES PYXIS TANKERS INC. Warrant Shares: [_______]3 Initial Exercise Date: [______] Shares 2021 THIS UNDERWRITER'S WARRANT TO PURCHASE 7.75% SERIES A CUMULATIVE CONVERTIBLE PREFERRED SHARES (the "Underwriter's Warrant") certifies that, for value received, ThinkEquity, a division of Common Stock of Intellicheck MobilisaFordham Financial Management, Inc., or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2021 (the "Initial Exercise Date") and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Pyxis Tankers Inc., a corporation formed under the laws of the Republic of the Xxxxxxxx Islands (the "Company"), up to ______ 7.75% Series A Cumulative Convertible Preferred Shares, par value $0.001 per share, of the Company (the "Warrant Shares"), as subject to adjustment hereunder. The purchase price of one 7.75% Series A Cumulative Convertible Preferred Share under this Underwriter's Warrant shall be equal to the Exercise Price, as defined in Section 2(b). _________________________ 1 Date that is 180 days from the Effective Date of the Registration Statement 2 Date that is five (5) years from the Effective Date of the Registration Statement 3 1% of the number of Series A Preferred Shares sold in the Offering.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [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, INTELLICHECK MOBILISAINDIA GLOBALIZATION CAPITAL, INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx, PhD Ram Mxxxxxx Title: Chairman and Chief Executive Officer Confirmed as of Accepted on the date first written above mentionedwritten. FXXXXX, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORPBXXXX WXXXX, INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Sxxxx Xxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisaVice-President 30 SCHEDULE I INDIA GLOBALIZATION CAPITAL, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total INC. 20,000,000 Units Number of Firm Shares Units Underwriter to be Purchased Number Fxxxxx, Bxxxx Wxxxx, Inc. 20,000,000 20,000,000 SCHEDULE 2.29 INDIA GLOBALIZATION CAPITAL, INC. Board of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 Directors EXHIBIT A Form India Globalization Capital, Inc. Attn.: Ram Mxxxxxx c/o Integrated Global Networks, LLC 4000 Xxxxxxxxxx Xxxxxx Bethesda, Maryland 20814 Gentlemen: Reference is made to the Final Prospectus of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFIndia Globalization Capital, AGREES THAT IT WILL NOT SELLInc. (“IGC”), TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLdated , TRANSFER2005 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that IGC has established the Trust Fund, ASSIGNinitially in an amount of $ for the benefit of the Public Stockholders and that IGC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of IGC or (ii) to IGC after it consummates a Business Combination. For and in consideration of IGC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (DEFINED BELOWthe “Claim”) TO ANYONE OTHER THAN and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with IGC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B India Globalization Capital, Inc. Attn.: Ram Mxxxxxx c/o Integrated Global Networks, LLC 4000 Xxxxxxxxxx Xxxxxx Bethesda, Maryland 20814 Gentlemen: Reference is made to the Final Prospectus of India Globalization Capital, Inc. (I“IGC”), dated , 2005 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that IGC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that IGC may disburse monies from the Trust Fund only: (i) AEGIS CAPITAL CORPto the Public Stockholders in the event of the redemption of their shares or the liquidation of IGC; or (ii) to IGC after it consummates a Business Combination. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERINGFor and in consideration of IGC engaging the services of the undersigned, OR the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (IIthe “Claim”) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORPand hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with IGC and will not seek recourse against the Trust Fund for any reason whatsoever. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [Print Name of Lender Authorized Signature of Lender EXHIBIT C India Globalization Capital, Inc. Attn.: Ram Mxxxxxx c/o Integrated Global Networks, LLC 4000 Xxxxxxxxxx Xxxxxx Bethesda, Maryland 20814 Gentlemen: The undersigned officer or director of India Globalization Capital, Inc. (“IGC”) hereby acknowledges that IGC has established the Trust Fund, initially in an amount of $________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]for the benefit of the Public Stockholders and that IGC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of IGC or (ii) to IGC after it consummates a Business Combination. VOID AFTER 5:00 P.M.The undersigned hereby agrees that it does not have any right, EASTERN TIMEtitle, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with IGC and will not seek recourse against the Trust Fund for any reason whatsoever. COMMON STOCK PURCHASE WARRANT For Notwithstanding the Purchase foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market. Print Name of [_____] Shares Officer/Director Authorized Signature of Common Stock of Intellicheck Mobilisa, Inc.Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters 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, INTELLICHECK MOBILISANOVELOS THERAPEUTICS, INC. By: /s/ Xxxxxx Hxxxx X. Xxxxxx Name: Hxxxx Xxxxxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of and President Accepted on the date first written above mentionedwritten. RXXXXX & RXXXXXX, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. LLC By: /s/ Jxxx Xxxxx Xxxxxx Name: Jxxx Xxxxx Xxxxxx Title: Head of Investment Banking [Signature Page] Intellicheck mobilisa, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp 2,617,000 392,550 TOTAL 2,617,000 392,550 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-2 SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant [See Exhibit 4.2 to S-1/A filed on November 9, 2011] EXHIBIT B-1 Lock-Up 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 DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT], 2011 Rxxxxx & Rxxxxxx, LLC 1000 Xxxxxx xx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Rxxxxx & Rxxxxxx, LLC (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the Underwriter of up to $15 million (not including over-allotments) in aggregate offering price of shares of common stock, par value $0.00001 per share, of the Company (the “Common Stock”). VOID AFTER 5:00 P.M.To induce the Underwriter to continue its efforts in connection with the Public Offering, EASTERN TIMEthe undersigned hereby agrees that, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. COMMON STOCK PURCHASE WARRANT For without the Purchase prior written consent of [_____] Shares the Underwriter, the undersigned will not, during the period (the “Lock-Up Period”) commencing on the date hereof and ending 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock (“Shares”) or any securities convertible into or exercisable or exchangeable for Shares, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of Intellicheck Mobilisathe economic consequences of ownership of the Shares, Inc.whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares or such other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Shares or securities convertible into or exercisable or exchangeable for Shares or other securities of the Company, or (4) publicly disclose the intention to do any of the foregoing. Notwithstanding the foregoing, the undersigned may transfer Shares without the prior consent of the Underwriter in connection with (a) transactions relating to Shares or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Shares or other securities acquired in such open market transactions, (b) transfers of Shares or any security convertible into Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Shares, shall be required or shall be voluntarily made during the Lock-up Period, (c) transfer of Shares to a charity or educational institution, or (d) if the undersigned is, or directly or indirectly controls, a corporation, partnership, limited liability company or other business entity, any transfers of Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Shares except in compliance with this Agreement. If the undersigned is an officer or director of the Company, (i) the Underwriter agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with any transfer of Shares, the Underwriter will notify the Company of the impending release or waiver, and (ii) the Company will announce, in accordance with the Underwriting Agreement, the impending release or waiver by issuing a press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Underwriter hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the transferee has agreed in writing to be bound by the same terms described in this letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer.