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, HEAT BIOLOGICS, INC. By: /s/ Jxxxxxx Xxxx Name: Jxxxxxx Xxxx Title: Chairman, CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS By: /s/ Txxxxx X. Xxxxxxx Name: Txxxxx X. Xxxxxxx Title: Managing Director, Investment Banking 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 is Fully Exercised 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 20,000,000 10,000,000 3,000,000 1,500,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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, HEAT BIOLOGICS, AMERICAN DG ENERGY INC. By: /s/ Jxxxxxx Xxxx Gxxxxxx X. Xxxxxxx Name: Jxxxxxx Xxxx Gxxxxxx X. Xxxxxxx Title: Chairman, CEO Chief Financial 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: A.G.P./ALLIANCE GLOBAL PARTNERS AEGIS CAPITAL CORP. By: /s/ Txxxxx X. Xxxxxxx Dxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Dxxxx Xxxxxx Title: Managing Director, Head of Investment Banking - Aegis SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants Securities to be Purchased Number of Additional Shares Securities to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number of Firm Shares Firm Warrants Additional Shares 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 20,000,000 10,000,000 3,000,000 1,500,000 Aegis Capital Corp 2,650,000 2,650,000 397,500 397,500 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 2,650,000 Number of Firm Warrants: 10,000,000 Warrants:2,650,000 Number of Option Additional Shares: 3,000,000 397,500 Number of Option Warrants: 1,500,000 Additional Warrants:397,500 Public Offering Price per Firm Share: $0.34 1.51 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 Warrant:$0.0001 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Cxxxxxx X. Xxxxxxx Jxxx X. Xxxxxxxxxxx Fxxxxxx X. Xxxxxxxxxx Xx Dxxxxx X. Xxxxxxxx Cxxxxxxxx X. Xxxxxxx Jxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx Xxxxxxxx Gxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx Xxxxxxxxxxx Bxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 Xxxxxxx Gxxxxxx Xxxxxxx RBC cees Nominees Limited Nettlestone Enterprises Limited In Holdings Corp Frost Gamma Investment Trust SCHEDULE 4 Iroquois Capital Management LH Financial Hxxxxx Bay Capital Crede Capital Dominion Capital Open Field Capital Kingsbrook Partners Empery Asset Management Midsummer Capital Hxxx Capital Wolverine Asset Management Bard Associates Warburg Asset Management Cranshire Capital Third River Capital EXHIBIT A Form of Lock-Up Agreement _________Representative’s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx XxxxxxAGREES THAT IT WILL NOT SELL, 00xx Xxxxx Xxx XxxxTRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global PartnersTRANSFER, as Representative ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF COMMENCEMENT OF SALES IN THE OFFERING (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 JULY 31, 2015. VOID AFTER 5:00 P.M., EASTERN TIME, JULY 31, 2019 COMMON STOCK PURCHASE WARRANT For the Purchase of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) 112,538 Shares of shares Common Stock 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 AgreementAMERICAN DG ENERGY 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, HEAT BIOLOGICSCOLLABRX, INC. By: /s/ Jxxxxxx Txxxxx X. Xxxx Name: Jxxxxxx :Txxxxx X. Xxxx Title: Chairman, CEO :President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS AEGIS CAPITAL CORP. By: /s/ Txxxxx X. Xxxxxxx Dxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Dxxxx Xxxxxx Title: Managing Director, Head of Investment Banking [SIGNATURE PAGE] COLLABRX, 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 Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number of Additional Warrants to be Purchased if the OverAegis Capital Corp 913,500 137,025 Sch. 1-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 20,000,000 10,000,000 3,000,000 1,500,000 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 913,500 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 137,025 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 2.00 Underwriting Discount per Firm Share: $0.0238 0.14 Underwriting Discount Non-accountable expense allowance per Firm WarrantShare: $0.0007 0.02 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 1.86 Sch.2-1 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses NoneFree Writing Prospectus filed by the Company on June 18, 2014. Sch. 2Sch.2-B 2 SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.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, HEAT BIOLOGICSKnow Labs, INC. Inc. By: /s/ Jxxxxxx Xxxx Xxxxxx X. Xxxxxxxx Name: Jxxxxxx Xxxx Xxxxxx X. Xxxxxxxx Title: Chairman, CEO 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: A.G.P./ALLIANCE GLOBAL PARTNERS Boustead Securities, LLC By: /s/ Txxxxx X. Xxxxxxx Xxxxx Xxxxx Name: Txxxxx X. Xxxxxxx Xxxxx Xxxxx Title: Chief Executive Officer The Benchmark Company, LLC By: /s/ Xxxx X. Xxxxx XXX Name: Xxxx X. Xxxxx XXX Title: Senior Managing Director, Investment Banking Director SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised 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 Boustead Securities, LLC 2,000,000 1,000,000 300,000 150,000 14,000,000 2,100,000 The Benchmark Company 14,000,000 2,100,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 28,000,000 4,200,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 28,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 4,200,000 Public Offering Price per Firm Share: $0.34 0.25 Public Offering Price per Firm WarrantOption Share: $0.01 Firm Warrant Exercise Price: $0.385 0.25 Underwriting Discount per Firm Share: $0.0238 0.0175 Underwriting Discount per Firm WarrantOption Share: $0.0007 Proceeds to Company 0.0175 Non-accountable Expense Allowance per Firm Share (before expenses): Share: $0.3162 Proceeds to Company 0.0025 Non-accountable Expense Allowance per Firm Warrant (before expenses): Option Share: $0.0093 0.0025 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses NoneFree Writing Prospectus filed September 20, 2023. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Representatives’ Warrant EXHIBIT B Form of Lock-Up Agreement ___Lock-Up Agreement September ______, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx 2023 Boustead Securities, LLC 0 Xxxxxxx, Xxxxx 000 Irvine, CA 92618 The Benchmark Company LLC 000 X. 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx17th floor New York, Xxx Xxxx 00000 NY 10155 As Representatives of the several Underwriters named on Schedule 1 of the Underwriting Agreement Ladies and Gentlemen: The undersigned 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 A.G.P./Alliance Global Partnersyou, as Representative Representatives of the several underwriters (the “Representative”) proposes Underwriters, propose 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 a schedule to the Underwriting Agreement (the “Underwriters”) ), of shares of common stock, par value $0.0002 per share, Common Stock of the Company (the “SharesSecurities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to enter into the Underwriting Agreement and to proceed with the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees for the benefit of the Company, you and the other Underwriters that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending six months after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock, any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, HEAT BIOLOGICS, INCPIEDMONT LITHIUM LTD. By: /s/ Jxxxxxx Xxxx Xxxxx X. Xxxxxxxx Name: Jxxxxxx Xxxx Xxxxx X. Xxxxxxxx Title: Chairman, CEO President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Txxxxx X. Xxxxxxx Xxxx Xxxx Name: Txxxxx X. Xxxxxxx Xxxx Xxxx Title: Managing Director, Head of Investment Banking 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 is Fully Exercised by the Representative Number ThinkEquity, a division of Additional Warrants to be Purchased if the OverFordham Financial Management, Inc. 1,440,000 212,000 Loop Capital Markets LLC 360,000 53,000 TOTAL 1,800,000 265,000 Sch. 1-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 20,000,000 10,000,000 3,000,000 1,500,000 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 1,800,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 265,000 Public Offering Price per Firm ShareADS: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 6.30 Underwriting Discount per Firm ShareADS: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.42525 Proceeds to Company per Firm Share ADS (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 5.87475 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None1. Free Writing Prospectus dated June 8, 2020 Sch. 2-B 1 SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxxx X. Xxxxxxxx Xxx Xxxxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx Xxxxxxxxx Xxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Xxxx Xxxxxxx Xxxxxxxxxx Xxxxx Sch. 3-1 EXHIBIT A Form of Lock-Up Agreement _________June 9, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx ThinkEquity A Division of Fordham Financial Management, Inc. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xx Xxx Xxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global PartnersThinkEquity, as Representative a division of the several underwriters Fordham Financial Management, Inc., (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc.Piedmont Lithium Ltd., a Delaware corporation company organized under the laws of the Commonwealth of Australia (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement of American Depositary Shares (the “UnderwritersADSs”) of shares of common stockrepresenting ordinary shares, no par value $0.0002 per share, of the Company share (the “Ordinary Shares”” and collectively with the ADSs, “Shares” of the Company). 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, HEAT BIOLOGICSDIGITAL BRANDS GROUP, INC. By: /s/ Jxxxxxx Xxxx Hil Dxxxx Name: Jxxxxxx Xxxx Hil Dxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: /s/ Txxxxx X. Xxxxxxx Sxx Xxxxxxxxxx Name: Txxxxx X. Xxxxxxx Sxx Xxxxxxxxxx Title: Managing DirectorSupervisory Principal DIGITAL BRANDS GROUP, Investment Banking INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of and Accompanying Firm Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment and Accompanying Option is Fully Exercised 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 Kingswood Capital Markets, division of Benchmark Investments, Inc. 2,404,639 361,445 Westpark Capital LLC 2,000,000 1,000,000 300,000 150,000 5,000 0 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 2,409,639 361,445 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 2,409,639 Number of Firm Warrants: 10,000,000 2,409,639 Number of Option Shares: 3,000,000 361,445 Number of Option Warrants: 1,500,000 361,445 Public Offering Price per Firm ShareShare and Firm Warrant: $0.34 4.15 Public Offering Price per Option Share and Option Warrant: $4.15 Underwriting Discount per Firm Share and Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 0.33 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Option Share and Option Warrant: $0.0007 0.33 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per and Firm Warrant (before expenses): $0.0093 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-B FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.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, HEAT BIOLOGICSHARBOR CUSTOM DEVELOPMENT, INC. By: /s/ Jxxxxxx Xxxx /s/Sxxxxxxx Xxxxxxx Name: Jxxxxxx Xxxx Sxxxxxxx Xxxxxxx Title: ChairmanChief Executive Officer, CEO President, 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: A.G.P./ALLIANCE GLOBAL PARTNERS ThinkEquity A Division of Fordham Financial Management, Inc. By: /s/ Txxxxx X. Xxxxxxx /s/Exxx Xxxx Name: Txxxxx X. Xxxxxxx Exxx Xxxx Title: Managing Director, Head of Investment Banking Harbor Custom Development, 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 is Fully Exercised by the Representative Number ThinkEquity, a Division of Additional Warrants to be Purchased if the OverFordham Financial Management, Inc. 8,000,000 1,200,000 TOTAL 8,000,000 1,200,000 sch. 1-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 20,000,000 10,000,000 3,000,000 1,500,000 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 8,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 1,200,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 3.00 Underwriting Discount per Firm Share: $0.0238 0.21 Underwriting Discount Non-accountable expense allowance per Firm WarrantShare: $0.0007 0.03 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 2.76 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus, dated January 8, 2021 (Registration No. 333-251946) SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-B 1 SCHEDULE 3 List of Lock-Up Parties Sxxxxxxx Xxxxxxx Lxxxx Xxxxxxx Rxxxxxx Xxxxxxxxx Axxxx Xxxxx Jxxxxxx Xxxxxxxxxxx Rxxx Xxxxxx Lxxxx Xxxxx Wxxxx Xxxxxx Dxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 The Gxxxxxx Investment Trust EXHIBIT A Form of Lock-Up 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) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO _____________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx2021. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen_________________, 2026. WARRANT TO PURCHASE COMMON STOCK HARBOR CUSTOM DEVELOPMENT, INC. Warrant Shares: The undersigned understands that A.G.P./Alliance Global Partners_______ Initial Exercise Date: ______, as Representative of the several underwriters 2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, _____________ or its assigns (the “Underwriting AgreementHolder”) 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 Heat BiologicsFINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Harbor Custom Development, Inc., a Delaware Washington corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 up to the Underwriting Agreement (the “Underwriters”) of 400,000 shares of common stockCommon Stock, no par value $0.0002 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. Capitalized terms used herein and not otherwise The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined shall have the meanings set forth in the Underwriting AgreementSection 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance compliance, or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance compliance, or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance compliance, or non-fulfillment. [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, HEAT BIOLOGICSPixie Dust Technologies, INC. Inc. By: /s/ Jxxxxxx Xxxx Xxxxxx Xxxxxx Name: Jxxxxxx Xxxx Xxxxxx Xxxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS Boustead Securities, LLC By: /s/ Txxxxx X. Xxxxxxx Xxxxx Xxxxx Name: Txxxxx X. Xxxxxxx Xxxxx Xxxxx Title: Managing Director, Investment Banking Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised 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 Boustead Securities, LLC 2,000,000 1,000,000 300,000 150,000 1,666,667 250,000 Xxxxxx Securities, Inc. 0 0 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 1,666,667 250,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 1,666,667 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 250,000 Public Offering Price per Firm Share: $0.34 9.00 Public Offering Price per Firm WarrantOption Share: $0.01 Firm Warrant Exercise Price: $0.385 9.00 Underwriting Discount per Firm Share: $0.0238 0.63 Underwriting Discount per Firm WarrantOption Share: $0.0007 Proceeds to Company 0.63 Non-Accountable Expense Allowance per Firm Share (before expenses): Share: $0.3162 Proceeds to Company 0.09 Non-Accountable Expense Allowance per Firm Warrant (before expenses): Option Share: $0.0093 0.09 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. SCHEDULE 2-B C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 EXHIBIT B Form of Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx2023 Boustead Securities, 00xx LLC 0 Xxxxxxx, Xxxxx Xxx Xxxx000 Irvine, Xxx Xxxx 00000 CA 92618 Re: Proposed Public Offering by Pixie Dust Technologies, Inc. Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global PartnersBoustead Securities, as Representative of the several underwriters LLC (the “Representative”) proposes to enter into will act as the representative of the underwriters in carrying out an Underwriting Agreement offering (the “Underwriting AgreementOffering”) with Heat Biologicsof the common shares, no par value per share, represented by American Depositary Shares (the “Securities”) of Pixie Dust Technologies, Inc., a Delaware corporation joint stock limited liability company organized under the laws of Japan (the “Company”). In recognition of the benefit that the Offering will confer upon the undersigned, providing and for other good and valuable consideration, the public offering receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period commencing on the date hereof and ending [six (6) / twelve (12)]6 months from the date on which the Securities commence trading on the Nasdaq Stock Market (the “Public OfferingLock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) by offer, pledge, assign, encumber, announce the several Underwriters named in Schedule 1 intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of any Securities or common shares or any securities convertible into or exercisable or exchangeable for the Underwriting Agreement (the “Underwriters”) of Securities or common shares of common stock, par value $0.0002 per share, of the Company (collectively, the “SharesLock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise, or publicly announce an intention to do any of the foregoing, and (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-Up Securities. Capitalized terms used herein The Representative may in its sole discretion and at any time without notice release some or all of the Lock-Up Securities from the restrictions in this lock-up agreement prior to the expiration of the Lock-Up Period. When determining whether or not to release any Lock-Up Securities from the restrictions of this lock-up agreement, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of Lock-Up Securities for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be substantially in the form of this lock-up agreement, (2) any such transfer shall not involve a disposition 6 For officers, directors, and corporate auditors of the company and holders of 5% or greater of capital stock, the Lock-Up Period will be 12 months. However, for each holder of 5% or greater of capital stock who is not an officer, director or corporate auditor, half of such holder’s shares will be released from lock-up in 6 months and the remaining half in 12 months. For employees and holders holding less than 5% of capital stock who are not officers, directors, or corporate auditors of the company, the Lock-Up Period will be six months. for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise, or if the filing of a report is required by any party during the Lock-Up Period with respect to such transfers, the undersigned shall include a statement in such report to clearly indicate in the footnotes thereto that the filing relates to the circumstances described in the applicable clause(s) below; and (4) the undersigned does not otherwise defined shall have the meanings set forth in the Underwriting Agreement.voluntarily effect any public filing or report regarding such transfers:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, HEAT BIOLOGICSBITNILE HOLDINGS, INC. By: /s/ Jxxxxxx Xxxx Wxxxxxx X. Xxxxx Name: Jxxxxxx Xxxx Wxxxxxx X. Xxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS ALEXANDER CAPITAL, L.P. By: /s/ Txxxxx X. Xxxxxxx Name: Txxxxx X. Xxxxxxx Title: Jxxxxxxx Xxxxxx Jxxxxxxx Xxxxxx Managing Director, Investment Banking Director 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 is Fully Exercised 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 Alexander Capital, L.P. 123,423 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 123,423 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: 20,000,000 Number of Firm Warrants13.00% Series D Cumulative Redeemable Perpetual Preferred Stock (“Series D Preferred Stock”) Ticker: 10,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 Public Offering Price per Firm ShareNILE PRD (NYSE American) Principal Amount: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise 3,085,575 Price: $0.385 Underwriting Discount per Firm Share25.00/share Par Value: $0.0238 Underwriting Discount 25.00/share Dividend Rate: 13.00% per Firm Warrantannum ($3.25/share) Dividend Payments: Monthly in arrears, on the last day of the month ($0.0007 Proceeds 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 Firm 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 $0.3162 Proceeds 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 Company per Firm Warrant (before expenses): $0.0093 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-B the-Waters Communications None SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies Subsidiaries and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.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, HEAT BIOLOGICSEVOKE PHARMA, INC. By: /s/ Jxxxxxx Xxxx :_________________________________ Name: Jxxxxxx Xxxx Title: Chairman, 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: A.G.P./ALLIANCE GLOBAL PARTNERS XXXXX-XXXXXX CAPITAL GROUP LLC By: /s/ Txxxxx X. Xxxxxxx _________________________________ Name: Txxxxx X. Xxxxxxx Title: Managing Director, Investment Banking XXXXXXX & COMPANY (UK) LTD. By: _________________________________ Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares ofFirm Common Units to be Purchased Total Number of Firm ofFirm PFW Units to be Purchased Total Number ofSeries A Warrants to be Purchased Total Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number of Additional ofSeries B Warrants to be Purchased if the OverTotal Number ofSeries C Warrants to be Purchased Xxxxx-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 Xxxxxx Capital Group LLC 2,000,000 1,000,000 300,000 150,000 2,567,366 2,947,340 5,514,706 5,514,706 5,514,706 Xxxxxxx & Company (UK) Ltd. 2,567,365 2,947,340 5,514,705 5,514,705 5,514,705 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 =SUM(ABOVE) 5,134,731 =SUM(ABOVE) 5,894,680 =SUM(ABOVE) 11,029,411 =SUM(ABOVE) 11,029,411 =SUM(ABOVE) 11,029,411 SCHEDULE 2-A Pricing Information Number of Firm SharesCommon Units: 20,000,000 5,134,731 Number of Firm Pre-Funded Units: 5,894,680 Number of Series A Warrants: 10,000,000 11,029,411 Number of Option SharesSeries B Warrants: 3,000,000 11,029,411 Number of Option Series C Warrants: 1,500,000 11,029,411 Public Offering Price per Firm ShareCommon Unit and accompanying Firm Warrants: $0.34 0.68 Public Offering Price per Firm WarrantPFW Unit and accompanying Firm Warrants: $0.01 Firm Warrant Exercise Price: $0.385 0.6799 Underwriting Discount per Firm ShareCommon Unit and accompanying Firm Warrants: $0.0238 0.05440 Underwriting Discount per Firm WarrantPFW Units and accompanying Firm Warrants: $0.0007 0.05440 Underwriting Non-accountable expense allowance per Firm Common Unit and accompanying Firm Warrants: $0.00510 Underwriting Non-accountable expense allowance per Firm PFW Units and accompany Firm Warrants: $0.00510 Proceeds to Company per Firm Share Common Unit and accompany Firm Warrants (before expenses): $0.3162 0.6205 Proceeds to Company per Firm Warrant PFW Units and accompany Firm Warrants (before expenses): $0.0093 0.6204 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. SCHEDULE 2-B C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.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, HEAT BIOLOGICSNOVUME SOLUTIONS, INC. By: /s/ Jxxxxxx Xxxx Xxxxxx X. Xxxxxx Name: Jxxxxxx Xxxx Xxxxxx X. Xxxxxx Title: Chairman, CEO President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS By: /s/ Txxxxx X. Xxxxxxx THINKEQUITY A Division of Fordham Financial Management, Inc. By:/s/ Xxxx Xxxx Name: Txxxxx X. Xxxxxxx Xxxx Xxxx Title: Managing Director, Head of Investment Banking 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 is Fully Exercised by the Representative Number ThinkEquity, a division 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 Fordham Financial Management, Inc. 2,062,500 309,375 The Benchmark Company, LLC 2,000,000 1,000,000 300,000 150,000 2,062,500 309,375 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 4,125,000 618,750 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 4,125,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 618,750 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 0.80 Underwriting Discount per Firm Share: $0.0238 0.056 Underwriting Discount non-accountable expense allowance per Firm WarrantShare: $0.0007 0.008 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus, dated October 24, 2018 SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx Officers and Directors Name Position Xxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx Xxxxxx President and Chief Executive Officer Xxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 EXHIBIT A Form of Lock-Up Agreement _________, 2020 A.G.P./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 XxXxxxxx Chairman of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat BiologicsBoard Xxxxxxx Xxxxxx Director Xxxx xxXxxx Director Xxxxx Goord Director Xxxxxxxxx Xxxxxx Director Xxxxx Xxxxxx Director Xxxxxxx Xxxxxxxx General Counsel and Chief Administrative Officer Xxxx Xxxxxxxxxx Executive Vice President, 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 Corporate Development and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.Principal Financial and Accounting Officer XxXxx Xxxxxxxx Chief Accounting Officer 5% Shareholders

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, HEAT BIOLOGICScbdMD, INC. By: /s/ Jxxxxxx Xxxx Mxxx X. Xxxxxxx Name: Jxxxxxx Xxxx Mxxx X. Xxxxxxx Title: Chairman, CEO Chief 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: A.G.P./ALLIANCE GLOBAL PARTNERS THINKEQUITY, A Division of Fordham Financial Management, Inc. By: /s/ Txxxxx X. Xxxxxxx Exxx Xxxx Name: Txxxxx X. Xxxxxxx Exxx Xxxx Title: Managing Director, Head of Investment Banking cbdMD, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm ofFirm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number ThinkEquity, a division 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 Fordham Financial Management, Inc. 2,000,000 1,000,000 300,000 150,000 Maxim Group LLC TOTAL 2,000,000 1,000,000 300,000 150,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 2,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 300,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 6.00 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.465 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 5.535 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx Mxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 EXHIBIT A Form of Lock-Up Agreement _________, 2020 A.G.P./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 Xxxxxxxxxx (Chairman of the several underwriters Board of Directors and Chief Executive Officer) Mxxx X. Xxxxxxx (the “Representative”Chief Financial Officer and Chief Operating Officer) proposes to enter into an Underwriting Agreement Axxxxxx X. Xxxxxxx (the “Underwriting Agreement”Director) with Heat Biologics, Inc., a Delaware corporation Sxxxxxx X. Xxxxxx (the “Company”Director) Bxxxxx Xxxxxxx (Director) Gxxxxxx X. Xxxxxx (Director), 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, HEAT BIOLOGICSKIROMIC BIOPHARMA, INC. By: /s/ Jxxxxxx Xxxx Maurizio Chiriva-Internati, PhD Name: Jxxxxxx Xxxx Maurizio Chiriva-Internati, PhD Title: Chairman, 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: A.G.P./ALLIANCE GLOBAL PARTNERS THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Txxxxx X. Xxxxxxx Kxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Kxxxx Xxxxxx Title: Managing Director, Investment Banking Director 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 is Fully Exercised by the Representative Number ThinkEquity, a division 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 Fordham Financial Management, Inc. . 919,000 187,500 Pxxxxxx Investment Company, LLC 2,000,000 1,000,000 300,000 150,000 331,000 - TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 1,250,000 187,500 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 1,250,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 187,500 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 12.00 Underwriting Discount per Firm Share: $0.0238 0.90 Underwriting Discount Non-accountable expense allowance per Firm WarrantShare: $0.0007 0.12 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 10.98 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. SCHEDULE 2-B C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Jxxxxxx 3T-SRL Axxxxxx, Xxxxx AIM Creative LLC-Jui-Jxxx Xxxx Jxxx 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, Ph.D. Wxxxxxx X. Xxxxxxxxx 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, Ph.D. Exxxxx X. Lxxx Xxxxxxx, Jxx X'Xxxxx, Mxxxxx Xxxxxxxx, Sxxxx Xxxxx, III Jxxx K.X. 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, Ph.D. Sch. 3Gxxx Xxxxxxx, Jxxxx Xxxxx, Kxxx Xxxxxx, Dxxxx Xxxxxx, Wxxxxxx Xxxxx Hxxxxxxxx Commercial Development, LLC Hermonat, Pxxx Xx-1 Xxxx Family Foundation Ho, Pxxxx Xxxxx, Pxxxx Xxxx, Rxxxxxx Xxx, Fxxxx X. Hxxx Xxx Bxx Xxx and Txxx Xxxx Qxxx Xxxxxx 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 and Wxxxx Xxxxx Family LX Xxxxxxxx, Sxxxx Xxxxxx, Dxxxxx X. Xxxxxx, Bxxx Xxxxxxxx, Jiang Yxxxx, Xxxxx EXHIBIT A Form of Lock-Up Representative’s Warrant Agreement _________THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx XxxxxxAGREES THAT IT WILL NOT SELL, 00xx Xxxxx Xxx XxxxTRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, Xxx Xxxx 00000 Ladies and GentlemenTRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF THE UNDERWRITING AGREEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO OCTOBER 15, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, OCTOBER [•]1, 2025. WARRANT TO PURCHASE COMMON STOCK KIROMIC BIOPHARMA INC. Warrant Shares: The undersigned understands that A.G.P./Alliance Global Partners62,500 Initial Exercise Date: October 15, as Representative of the several underwriters 2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, ThinkEquity, a division of Fordham Financial Management, Inc. or its assigns (the “Underwriting AgreementHolder”) 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 Heat BiologicsFINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date (such date, the “Termination Date”) that is [five (5)] years following the effective date of the offering , but not thereafter, to subscribe for and purchase from Kiromic BioPharma, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 up to the Underwriting Agreement (the “Underwriters”) of 62,500 shares of common stockCommon Stock, par value [$0.0002 0.001] per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. Capitalized terms used herein and not otherwise The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined shall have the meanings set forth in the Underwriting AgreementSection 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, HEAT BIOLOGICS, CVSL INC. By: /s/ Jxxxxxx Xxxx Jxxx Xxxxxx, Xx. Name: Jxxxxxx Xxxx Jxxx Xxxxxx, Xx. Title: Chairman, CEO Vice 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: A.G.P./ALLIANCE GLOBAL PARTNERS ByAEGIS CAPITAL CORP. By : /s/ Txxxxx X. Xxxxxxx Dxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Dxxxx Xxxxxx Title: Managing Director, Head of Investment Banking CVSL Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Purchase Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised 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 Aegis Capital Corp. 5,333,600 5,333,600 800,040 800,040 Feltl and Company, Inc. 1,333,400 1,333,400 200,010 200,010 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 6,667,000 6,667,000 1,000,050 1,000,050 Sch.1-1 SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: 20,000,000 6,667,000 Number of Firm Warrants: 10,000,000 6,667,000 Number of Option Shares: 3,000,000 1,000,050 Number of Option Warrants: 1,500,000 1,000,050 Public Offering Price per Firm Share: $0.34 Public Offering Price per Share (with accompanying Firm Warrant: ): $0.01 Firm Warrant Exercise Price: $0.385 3.00 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.21 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per with accompanying Firm Warrant Warrant) (before expenses): $0.0093 SCHEDULE 22.79 Underwriting Non-B Issuer General Use Free Writing Prospectuses Noneaccountable expense allowance per Firm Share: $0.03 *The information included in the press release entitled “CVSL Announces Update to Proposed Public Offering of Securities” issued on February 26, 2015 is hereby incorporated by reference. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Jxxx X. Xxxxxx Jxxx Xxxxxx, Xx. Kxxxx Xxxxxxxx Rxxxxxx Xxxx Jxxx XxxxxxxxX. Xxxxxx Mxxxxxx Xxxxxx Rxx Xxxxxx Kxx Xxxxxx Hxxxxxxxxx Xxxxxxx Ixxxxx Xxxxxx L. Xxxxxxxxxxx Wxxxxxx Xxxxxxx Jxxxx Xxxxxxxxx Xxxxxx Capital Partners, Ph.D. Wxxxxxx X. Xxxxxxxxx Ltd. Jxxx XxxxxxxXxxxxx Management, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3Inc. Richmont Street LLC Richmont Capital Partners V LP Sch.3-1 EXHIBIT A Form of Lock-Up 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 [________________], 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx2016. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners[___________________], as Representative 2020. COMMON STOCK PURCHASE WARRANT For the Purchase of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) [_____] Shares of shares Common Stock 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 AgreementCVSL 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, HEAT BIOLOGICSAZITRA, INC. By: /s/ Jxxxxxx Xxxx Fxxxxxxxx Xxxxx Name: Jxxxxxx Xxxx Fxxxxxxxx Xxxxx Title: Chairman, President & CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS THINKEQUITY LLC By: /s/ Txxxxx X. Xxxxxxx Exxx Xxxx Name: Txxxxx X. Xxxxxxx Exxx Xxxx Title: Managing Director, Head of Investment Banking AZITRA, 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 Option Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised by the Representative Number of Additional Warrants to be Purchased if the OverThinkEquity LLC 16,667,000 2,500,000 TOTAL 16,667,000 2,500,000 Sch. 1-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 20,000,000 10,000,000 3,000,000 1,500,000 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 16,667,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 2,500,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 0.30 Underwriting Discount per Firm Share: $0.0238 0.02250 Underwriting Discount Non-accountable expense allowance per Firm WarrantShare: $0.0007 0.00300 Proceeds to Company per Firm Share (before expensesexpenses and non-accountable expense allowance): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 0.27750 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus dated January 19, 2024 SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-B 1 SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Executive Officers and Directors ● Fxxxxxxxx X. Xxxxx ● Nxxxxx Xxxxxxx ● Txxxxx Xxxxxxxx ● Axxxxx XxXxxxx, MD ● Bxxxxxx Xxxx ● Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Xxxxxxx Sch. 3-1 EXHIBIT A Form of Lock-Up 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) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx XxxxxxEASTERN TIME, 00xx Xxxxx Xxx Xxxx[___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK AZITRA, Xxx Xxxx 00000 Ladies and GentlemenINC. Warrant Shares: The undersigned understands that A.G.P./Alliance Global Partners[●] Initial Exercise Date: [●], as Representative of the several underwriters 2024 THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, ThinkEquity LLC or its assigns (the “Underwriting AgreementHolder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [●], 2024 (the “Initial Exercise Date”) and, in accordance with Heat BiologicsFINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Azitra, Inc., a Delaware corporation (the “Company”), providing for the public offering up to [●] shares (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “UnderwritersWarrant Shares”) of shares of common stockCommon Stock, par value $0.0002 0.0001 per share, of the Company (the “SharesCommon Stock”), as subject to adjustment hereunder. Capitalized terms used herein and not otherwise The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined shall have the meanings set forth in the Underwriting AgreementSection 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, HEAT BIOLOGICS, INC. Twin Vee PowerCats Co. By: /s/ Jxxxxxx Xxxx Jxxxxx Xxxxxxxx Name: Jxxxxxx Xxxx Jxxxxx Xxxxxxxx Title: Chairman, CEO Chief Executive Officer and President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Txxxxx X. Xxxxxxx Exxx Xxxx Name: Txxxxx X. Xxxxxxx Exxx Xxxx Title: Managing Director, Head of Investment Banking TWIN VEE POWERCATS CO – 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 is Fully Exercised by the Representative Number ThinkEquity, a division 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 Fordham Financial Management, Inc. 3,000,000 450,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 450,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 3,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 450,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 6.00 Underwriting Discount per Firm Share: $0.0238 0.42 Underwriting Discount Non-accountable expense allowance per Firm WarrantShare: $0.0007 0.06 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 5.52 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus filed with the SEC on July 2, 2021. SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Jxxxxx Xxxxxxxx Pxxxxxx Xxxxxxxxxx Pxxxx Xxxxxx Nxxx Xxxx Jxxx XxxxxxxxSxxxxx X. Xxxxxxxxxx Dxxxx Xxxxxxx Twin Vee Powercats, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 Inc Dxx Xxxxxx EXHIBIT A Form of Lock-Up 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 COMMENCEMENT DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYSFROM THE COMMENCEMENT DATE OF THE OFFERING. VOID AFTER 5:00 P.M., 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx XxxxxxEASTERN TIME, 00xx Xxxxx Xxx Xxxx[___________________] [DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK TWIN VEE POWERCATS CO. Warrant Shares: _______1 Initial Exercise Date: ______, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters 2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, _____________ or its assigns (the “Underwriting AgreementHolder”) 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 Heat BiologicsFINRA Rule 5110(g)(8)(A), Inc.prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Commencement Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Twin Vee PowerCats Co., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 up to the Underwriting Agreement (the “Underwriters”) of ______ shares of common stockCommon Stock, par value $0.0002 0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. Capitalized terms used herein and not otherwise The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined shall have the meanings set forth in the Underwriting AgreementSection 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance compliance, or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance compliance, or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance compliance, or non-fulfillment. [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, HEAT BIOLOGICS, C3IS INC. By: /s/ Jxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxx Name: Jxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS above. AEGIS CAPITAL CORP. By: /s/ Txxxxx X. Xxxxxxx Xxxxxx Xxxx Name: Txxxxx X. Xxxxxxx Xxxxxx Xxxx Title: Managing Director, Investment Banking Chief Executive Officer SCHEDULE 1 Underwriter SCHEDULE OF THE UNDERWRITER Total Number of Firm Shares to be Purchased Units Purchase Price of the Units Underwriters Aegis Capital Corp. 28,000,000 0.2325 (Common Unit) or 0.2232 (Pre-Funded Unit) Total Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised 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 20,000,000 10,000,000 3,000,000 1,500,000 SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: 20,000,000 28,000,000 • Number of Units containing Firm Warrants: 10,000,000 Shares (“Common Units”) 6,660,000 • Number of Units containing Pre-funded Warrants (“Pre-funded Units”) 21,340,000 Number of Option Shares/Pre-Funded Warrants: 3,000,000 4,200,000 Number of Option B-1 Warrants: 1,500,000 2,100,000 Number of Option B-2 Warrants: 4,200,000 Public Offering Price per Firm ShareCommon Unit: $0.34 $ 0.25 Public Offering Price per Firm Pre-funded Unit: $ 0.24 Exercise Price per Pre-Funded Warrant: $$ 0.01 Firm Exercise Price per Class B-1 Warrant per whole share: $ 0.375 Exercise PricePrice per Class B-2 Warrant per whole share: $0.385 $ 0.425 Underwriting Discount per Firm ShareCommon Unit: $0.0238 $ 0.0175 Underwriting Discount per Firm Pre-funded Unit: $ 0.0168 Purchase Price per Option Share: $ 0.21855 Purchase Price per Option Pre-Funded Warrant: $0.0007 Proceeds to Company $ 0.20925 Purchase Price per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $Option B-1 or B-2 Warrant: $ 0.0093 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. SCHEDULE 2-B C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies Directors and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.Executive Officers

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, HEAT BIOLOGICSBIOCEPT, INC. By: /s/ Jxxxxxx Xxxxxxx X. Xxxx Name: Jxxxxxx Xxxxxxx X. Xxxx Title: Chairman, CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS AEGIS CAPITAL CORP. By: /s/ Txxxxx Xxxxx X. Xxxxxxx Xxxxxx Name: Txxxxx Xxxxx X. Xxxxxxx Xxxxxx Title: Managing Director, Head of Investment Banking [SIGNATURE PAGE] BIOCEPT, 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 Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised 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 Aegis Capital Corp. 878,750 285,000 Feltl and Company, Inc. 878,750 0 MLV & Co. LLC 2,000,000 1,000,000 300,000 150,000 142,500 0 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 1,900,000 285,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 1,900,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 285,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 10.00 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 0.70 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. SCHEDULE 2-B C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 SMC Corporation Xxxxxxx Xxxxxx, 00xx Co. Ltd. Claire X.X. Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative Trustee of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat BiologicsXxxxx Family Exemption Trust UDT, Inc.dated December 19, 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, 1988 Claire X.X. Xxxxx Trustee of the Company (Xxxxx Family Survivor’s Trust UDT, dated December 19, 1988 Claire X.X. Xxxxx Xxxxxx X.X. Xxxxx Trustee of the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.Family Marital Deduction Trust UDT, dated December 19, 1988 Reisung Enterprises, Inc. Xxxx Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxx Xxxxxxxx Xxxx Family Trust Xxxx Biopharma Ventures LLC Xxxxx X. Xxxx Xxxxx Xxxxxxxx Xxxxxx Xxxx SMC Corp.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, HEAT BIOLOGICS, VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC. By: /s/ Jxxxxxx Xxxx Xx. Xxxxxx Xxxxxx Name: Jxxxxxx Xxxx Xx. Xxxxxx Xxxxxx Title: Chairman, CEO 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: A.G.P./ALLIANCE GLOBAL PARTNERS XXXXXX XXXXX CAPITAL, LLC By: /s/ Txxxxx X. Xxxxxxx Xxxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Xxxxxx Xxxxxx Title: Managing Director, Investment Banking Chief Executive Officer 30 VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP 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 Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised 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 Xxxxxx Xxxxx Capital, LLC 2,000,000 1,000,000 300,000 150,000 250,000 Valuable Capital Limited 4,000,000 - TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 4,250,000 SCHEDULE 23-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 4,250,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 [●] Public Offering Price per Firm Share: $0.34 4.00 Public Offering Price per Firm WarrantOption Share: $0.01 Firm Warrant Exercise Price: $0.385 [●] Underwriting Discount per Firm Share: $0.0238 0.31 Underwriting Discount per Firm WarrantOption Share: $0.0007 [●] Proceeds to Company per Firm Share (before expenses): $0.3162 3.69 Proceeds to Company per Firm Warrant Option Share (before expenses): $0.0093 [●] SCHEDULE 23-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B 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 Jxxxxxx Name Lock-Up Period in Days Xx. Xxxxxx Xxxxxx 365 Xxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx 365 Xx. Xxxxx Xxxx 365 Xxx Bun (Xxx) Xxxx 365 Dr. Zaiyi Liao 365 Yongzhi (Xxx) Xxxxx 365 Xxxxxxxxx Xxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. SchMilliken 365 J. Xxxxx Xxxxx 365 Xx. 3-1 Xxxxxxx Xxx 365 Xxxx Xxx 365 Xxxxxx Xxxxxxx 365 Xxxxxx x’Xxxxxxxxx 365 Xxxx Xxxx 365 Xxxxx Xxx 365 Qiaosha He 365 Xxxxxxxx Xx 180 Xxx Xxx 180 EXHIBIT A Form of Lock-Up Agreement _________May 16, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx2022 Xxxxxx Xxxxx Capital, LLC 00 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xx. Xxxxx Xxx Xxxx 00000 Xxxxxx Xxxxxx Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global PartnersThis Lock-Up Agreement (this “Agreement”) is being delivered to Xxxxxx Xxxxx Capital, as Representative of the several underwriters LLC (the “RepresentativeUnderwriter”) proposes to enter into an in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware between Visionary Education Technology Holdings Group Inc. an Ontario business corporation (the “Company”), providing for and the Underwriter, relating to the proposed public offering (the “Public Offering”) of common shares, no par value per share (the “Common Shares”), of the Company. In order to induce the Underwriter to continue its efforts in connection with the Offering, 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 (the “Lock-Up Period”), the undersigned will not, without the prior written consent of Underwriter, directly or indirectly, (i) offer, 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 several Underwriters named 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 Schedule 1 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. 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 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. If the undersigned is an officer or director of the Company, (i) Underwriter agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Common Shares, Underwriter will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement (to announce the “Underwriters”) of shares of common stock, par value $0.0002 per share, impending release or waiver by press release through a major news service at least two business days before the effective date of the Company 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 “Shares”)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. Capitalized terms used herein and not otherwise defined shall have the meanings The restrictions set forth in the Underwriting Agreement.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 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, HEAT BIOLOGICSCITIUS PHARMACEUTICALS, INC. By: /s/ Jxxxxxx Xxxx Xxxxx Xxxxxxxx Name: Jxxxxxx Xxxx Xxxxx Xxxxxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentionedabove: X.X. XXXXXXXXXX & CO., on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS LLC By: /s/ Txxxxx Xxxxxx X. Xxxxxxx Name: Txxxxx Xxxxxx X. Xxxxxxx Title: Managing Director, Investment Banking Chief Operating Officer 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 is Fully Exercised 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 20,000,000 10,000,000 3,000,000 1,500,000 SCHEDULE 21-A Pricing Information Number of Firm Shares: 20,000,000 7,964,804 Number of Firm Warrants: 10,000,000 Number of Option Optional Shares: 3,000,000 Number of Option Warrants: 1,500,000 1,194,720 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 1.05 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 0.9765 SCHEDULE 21-B Issuer General Use Free Writing Prospectuses NoneProspectus Free writing prospectus filed on August 5, 2020. SchFree writing prospectus filed on August 5, 2020. 2-B SCHEDULE 3 2 List of Lock-Up Parties Jxxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxx Xxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. SchDr. Xxxxxxx Xxxx Xx. 3-1 Xxxxxx Xxxxxx Xxxxxx Xxxxx EXHIBIT A Form of Lock-Up Agreement ____________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx X.X. Xxxxxxxxxx & Co., LLC 000 Xxxx Xxxxxx, 00xx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and GentlemenRe: The undersigned understands that A.G.P./Alliance Global PartnersCitius Pharmaceuticals, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation Inc. (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 – Restriction on Stock Sales Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you pursuant to the Underwriting Agreement (the “UnderwritersAgreement”) to be entered into by the Company, as issuer, and X.X. Xxxxxxxxxx & Co., LLC, as the underwriter (the “Underwriter”) named therein. Upon the terms and subject to the conditions of shares the Agreement, the Underwriter intends to effect a public offering of common stock, par value $0.0002 per share, securities of the Company (the “SharesOffering”) pursuant to an effective shelf registration statement on Form S-3, File No. 333-221492 (the “Registration Statement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth given them in the Underwriting Agreement. In order to induce the Underwriter to enter into the Agreement, the undersigned agrees that, for a period beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) with respect to, any Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, HEAT BIOLOGICS, INC. CYTOSORBENTS CORPORATION By: /s/ Jxxxxxx Xxxxxxx Xxxx Name: Jxxxxxx Xxxxxxx Xxxx Title: Chairman, 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: A.G.P./ALLIANCE GLOBAL PARTNERS BREAN CAPITAL, LLC By: /s/ Txxxxx X. Xxxxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Xxxxxx Title: Managing DirectorDirector X.X. XXXXXXXXXX AND CO., Investment Banking LLC By: /s/ Xxxx X. Viklund Name: Xxxx X. Viklund Title: CEO SCHEDULE 1 Underwriter Total Number of Firm Number of Option Shares to Underwriter Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised 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 Brean Capital, LLC 2,000,000 1,000,000 300,000 150,000 625,000 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 20,000,000 10,000,000 3,000,000 1,500,000 1,250,000 187,500 Schedule 1 SCHEDULE 2-A 2 -A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 1,250,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 187,500 Public Offering Price per Firm Shareshare: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 8.25 Underwriting Discount per Firm Shareshare: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 SCHEDULE 0.495 Schedule 2-B A SCHEDULE 2 -B Issuer General Use Free Writing Prospectuses None. Sch. Schedule 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx Xx Xxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxxxx Block Xxxxxx Xxxxxxx NJTC Investment Fund LP Schedule 3 EXHIBIT A Form of Representative’s Warrant Agreement [Circulated under separate cover. ] EXHIBIT B Form of Lock-Up Agreement _________, 2020 A.G.P./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 [Circulated under separate cover.] EXHIBIT C Form of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation Press Release CYTOSORBENTS CORPORATION [Date] CYTOSORBENTS CORPORATION (the “Company”)) announced today that Brean Capital, providing for LLC, acting as underwriter in the Company’s recent public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) of shares of the Company’s common stock, par value $0.0002 per share, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company (Company’s common stock held by [certain officers or directors] [an officer or director] of the “Shares”)Company. Capitalized terms used herein The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date. This press release is not otherwise defined shall have an offer or sale of the meanings set forth securities in the Underwriting AgreementUnited States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters 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, HEAT BIOLOGICS, INC. INPIXON By: /s/ Jxxxxxx Xxxx Name: Jxxxxxx Xxxx Title: Chairman, CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS AEGIS CAPITAL CORP. By: /s/ Txxxxx X. Xxxxxxx Name: Txxxxx X. Xxxxxxx Title: Managing Director, Investment Banking INPIXON – 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 is Fully Exercised 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 20,000,000 10,000,000 3,000,000 1,500,000 SCHEDULE 21-A Pricing Information Number of Firm SharesClass A Units: 20,000,000 [●] Number of Firm WarrantsClass B Units: 10,000,000 [●] Number of Option SharesClass A Units: 3,000,000 [●] Number of Option WarrantsClass B Units: 1,500,000 [●] Public Offering Price per Firm ShareUnit: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 [●] Underwriting Discount per Firm ShareUnit: $0.0238 [●] Underwriting Discount Non-accountable expense allowance per Firm WarrantUnit: $0.0007 [●] Proceeds to Company per Firm Share Unit (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 [●] SCHEDULE 21-B Issuer General Use Free Writing Prospectuses [None. Sch. 2.] SCHEDULE 1-B C Written Testing-the-Waters Communications [None.] SCHEDULE 3 2 List of Lock-Up Parties Jxxxxxx Xxxxx Xxx Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxxxxx Xxxxxx Xxx Xxx Xxxxxxxxx Xxxxxxx Xxxxxx SyHoldings Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 Xxxxxx Xxxxx Xxxxxx EXHIBIT A Form of Lock-Up Agreement _______June __, 2020 A.G.P./Alliance Global Partners 500 0000 Xxxxx Capital Corp. 000 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 Aegis Capital Corp. (the “RepresentativeUnderwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc.Inpixon, a Delaware Nevada corporation (the “Company”), providing for the public offering of securities of the Company (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) of including shares of common stock, par value $0.0002 0.001 per share, of the Company (the “Shares”). Capitalized terms used herein , Series 2 Convertible Preferred Stock, and not otherwise defined shall have Warrants (the meanings set forth in the Underwriting Agreement“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, HEAT BIOLOGICSINTELLICHECK MOBILISA, INC. By: /s/ Jxxxxxx Xxxx Bxxx Xxxxx Name: Jxxxxxx Xxxx Bxxx Xxxxx Title: Chairman, CEO Chief Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS JXXXXX XXXXXX & CO., LLC By: /s/ Txxxxx X. Xxxxxxx Exxx Xxxx Name: Txxxxx X. Xxxxxxx Exxx Xxxx Title: Managing Director, Head of Investment Banking INTELLICHECK MOBILISA, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Total Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Total Number of Additional Option Warrants to be Purchased if the OverJxxxxx Xxxxxx & Co., LLC 1,200,000 600,000 180,000 90,000 TOTAL 1,200,000 600,000 180,000 90,000 Sch. 1-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 20,000,000 10,000,000 3,000,000 1,500,000 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 1,200,000 Number of Firm Warrants: 10,000,000 600,000 Number of Option Shares: 3,000,000 180,000 Number of Option Warrants: 1,500,000 90,000 Public Offering Price per Firm Security: $1.75 Purchase Price per Option Warrant: $0.0001 Purchase Price per Option Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 1.6274 Underwriting Discount per Firm ShareSecurity: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.1225 Proceeds to Company per Firm Share Security (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 1.6275 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None. .] Sch. 2-B 2 SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Vice Admiral Mxxxxxx X. Xxxxxx Lieutenant General Exxx X. Xxxxxx Majork General Jxxx Xxxxxxxx, Ph.D. X. Xxxxx Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx Xxxxxxx Gxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. SchXxxxx Dx. 3-1 Xxxxxxx X. Rood Bxxx Xxxxx EXHIBIT A B Form of Lock-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 recent public offering of _______ shares of the Company’s common stock and warrants, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx20___, 00xx Xxxxx Xxx Xxxxand 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, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partnerssuch 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 Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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 Agreementamended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, HEAT BIOLOGICS, ZHIBAO TECHNOLOGY INC. By: /s/ Jxxxxxx Xxxx Botao Ma Name: Jxxxxxx Xxxx Xxxxx Xx Title: Chairman, CEO Chief Executive Officer and Director Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS XX Xxxxxx LLC By: /s/ Txxxxx X. Xxxxxxx Xxx Xxxxxxxxxx Name: Txxxxx X. Xxxxxxx Xxx Xxxxxxxxxx Title: Managing Director, Investment Banking Supervisory Principal SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants Securities to be Purchased Number of Additional Shares Securities to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number of Firm Share 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 Shares XX Xxxxxx LLC 2,000,000 1,000,000 300,000 150,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 1,495,000 224,250 WestPark Capital, Inc. 5,000 750 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 1,500,000 Number of Firm Warrants: 10,000,000 Number of Option Additional Shares: 3,000,000 Number of Option Warrants: 1,500,000 225,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 4.00 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.28 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 3.72 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Mavy Holdings Limited Shenbao Limited Partnership Beijing Koala Kunlu Internet Industry Investment Fund (Limited Partnership) Shanghai Xinhui Investment Consulting Co., Ltd. Ningbo Pangu Chuangfu Hefu Equity Investment Partnership (Limited Partnership) Beijing 1898 Youchuang Investment Center (Limited Partnership) Changjiang Ming Holdings Limited Mangosteen International Consulting PTE. LTD. Botao Ma Xxxxxxx Xxx Xxxx Jxxx XxxxxxxxXxx Xxxxxx Xxxx SCHEDULE 4 List of Subsidiaries Zhibao Technology Holdings Limited, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxxa British Virgin Islands company Zhibao Technology Limited, Ph.D. Exxxxx X. Xxxxxa Hong Kong company Zhibao Technology Co., III Jxxx K.X. XxxxxxxxxxxLtd., Ph.D. Sch. 3-1 a PRC company Shanghai Anyi Network Technology Co., Ltd., a PRC company Sunshine Insurance Brokers (Shanghai) Co., Ltd., a PRC company Shanghai Zhongzhi Chengcheng Healthy Service Co., Ltd., a PRC company EXHIBIT A Form of Lock-Up Agreement _________Representative’s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx XxxxxxAGREES THAT IT WILL NOT SELL, 00xx Xxxxx Xxx XxxxTRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global PartnersTRANSFER, as Representative ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) XX XXXXXX LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF XX XXXXXX LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO September 25, 2024. VOID AFTER 5:00 P.M., EASTERN TIME, March 29, 2029. CLASS A ORDINARY SHARES PURCHASE WARRANT For the Purchase of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, 75,000 Class A Ordinary Shares of Zhibao Technology 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 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, HEAT BIOLOGICSJupiter Wellness, INC. Inc. By: /s/ Jxxxxxx Xxxx Name: Jxxxxxx Xxxx Bxxxx X. Jxxx Title: Chairman, CEO 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: A.G.P./ALLIANCE GLOBAL PARTNERS Aegis Capital Corp. By: /s/ Txxxxx X. Xxxxxxx Name: Txxxxx X. Xxxxxxx Rxxxxx Xxxx Title: Managing Director, Investment Banking 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 is Fully Exercised by the Representative Number of Additional Company Warrants to be Purchased if the Over-Allotment Option is Fully Exercised by Aegis Capital Corp. 11,607,142 11,607,142 1,741,071 1,741,071 TOTAL 11,607,142 11,607,142 1,741,071 1,741,071 30 SCHEDULE 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 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 Over-Allotment Option is Fully Exercised Bxxxx X. Jxxx 250,000 38,082 Rxxxxxx Xxxxxx 150,000 Maxim Group LLC 2,000,000 1,000,000 300,000 150,000 23,100 Rxxx Xxxxxxx 15,884 - Dxxx XxXxxxxx 75,000 11,850 Gxxxx Xxxxxx 50,000 8,100 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 540,884 81,132 SCHEDULE 2-A Pricing Information Number of Company Offering Firm Shares: 20,000,000 11,066,258 Number of Selling Stockholder Firm Shares: 540,884 Number of Firm Company Warrants: 10,000,000 11,607,142 Number of Company Offering Option Shares: 1,659,939 Number of Selling Stockholder Option Shares: 81,132 Number of Option Shares: 3,000,000 Number of Option Company Warrants: 1,500,000 1,741,071 Public Offering Price per Company Warrant: $ 0.01 Public Offering Price per Firm Share: $0.34 Public Offering Price per Share and Firm Company Warrant: $0.01 Firm Warrant Exercise Price: $0.385 $ 2.80 Underwriting Discount per Firm Share: $0.0238 Share and Firm Company Warrant (7% of public offering price of this combination): $ 0.196 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company Non-accountable expense allowance per Firm Share (before expenses): $0.3162 Proceeds to and Firm Company per Firm Warrant (before expenses1.25% of public offering price of this combination): $0.0093 $ 0.035 Exercise Price per Company Warrant (100% of public offering price of one Firm Share): $ 2.79 Shares underlying Representative’s Warrant: 442,650 Exercise Price per Representative’s Warrant (125% of public offering price of one Firm Share and one Company Warrant): $ 3.50 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. SCHEDULE 2-B C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 35 EXHIBIT A Form of Representative’s Warrant 36 EXHIBIT B Form of Lock-Up Agreement 37 EXHIBIT C Form of Press Release Jupiter Wellness, Inc. [Date] Jupiter Wellness, 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] [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 _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx20___, 00xx Xxxxx Xxx Xxxxand 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, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partnerssuch 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 Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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 Agreementamended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, HEAT BIOLOGICSSTEMLINE THERAPEUTICS, INC. By: /s/ Jxxxxxx Xxxx Xxxxxxx Xxxxxxxx Name: Jxxxxxx Xxxx Xxxxxxx Xxxxxxxx Title: Chairman, CEO 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: A.G.P./ALLIANCE GLOBAL PARTNERS XXXXXXXXX LLC By: /s/ Txxxxx X. Xxxxxxx Xxxxxx Xxxxx Name: Txxxxx X. Xxxxxxx Xxxxxx Xxxxx Title: Managing Director, Investment Banking Director 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 is Fully Exercised 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 Xxxxxxxxx LLC 2,000,000 1,000,000 300,000 150,000 2,250,000 337,500 Xxxxx and Company, LLC 1,125,000 168,750 Ladenburg Xxxxxxxx & Co. Inc. 540,000 81,000 X.X. Xxxxxxxxxx & Co., LLC 270,000 40,500 Xxxx Capital Partners, LLC 135,000 20,250 Xxxxxx Xxxxxx & Co., LLC 90,000 13,500 Aegis Capital Corp. 90,000 13,500 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 4,500,000 675,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 4,500,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 675,000 Public Offering Price per Firm Shareshare: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 10.00 Underwriting Discount per Firm Shareshare: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 0.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx XxxxxxxxXxxxxxxxx, Ph.D. Wxxxxxx M.D. Xxxxx X. Xxxxxxxxx Jxxx XxxxxxxXxxxxx Xxxxxxx Xxxxxxxx Xxx Xxxxxxx Xxxx X. Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxx Xxxxxx SCHEDULE 4 Warrants to purchase 99,529 shares of the Company’s Common Stock issued to Aegis Capital Corp. on January 31, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch2013. 3-1 EXHIBIT Exhibit A Form of Lock-Up Agreement _________January [ ], 2020 A.G.P./Alliance Global Partners 500 2017 Jefferies LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representative of the several Underwriters Re: Public Offering of Stemline Therapeutics, Inc. Ladies and Gentlemen: The undersigned undersigned, a holder of common stock, par value $0.0001 per share (“Common Stock”), or rights to acquire Common Stock, of Stemline Therapeutics, Inc. (the “Company”) understands that A.G.P./Alliance Global Partnersyou, as Representative of the several underwriters (the “Representative”) proposes Underwriters, propose 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 I to the Underwriting Agreement (the “Underwriters”) ), of shares of common stock, par value $0.0002 per share, Common Stock of the Company (the “SharesSecurities”) pursuant to a registration statement on Form S-3 (Registration No. 333-193726) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”). 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 Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees for the benefit of the Company, you and the other Underwriters that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, from the date hereof through the period ending 90 days (the “Lock-Up Period”) after the date of the final prospectus relating to the Offering (the “Prospectus”), directly or indirectly: (1) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell (including any short sale), sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock owned either of record or beneficially or may be deemed to be beneficially owned (as defined in the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Exchange Act”)) by the undersigned on the date hereof or hereafter acquired or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) publicly announce an intention to do any of the foregoing. The restrictions 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, HEAT BIOLOGICScbdMD, INC. By: /s/ Jxxxxxx Xxxx Mxxx X. Xxxxxxx Name: Jxxxxxx Xxxx Mxxx X. Xxxxxxx Title: Chairman, CEO Chief 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: A.G.P./ALLIANCE GLOBAL PARTNERS THINKEQUITY, A Division of Fordham Financial Management, Inc. By: /s/ Txxxxx X. Xxxxxxx Exxx Xxxx Name: Txxxxx X. Xxxxxxx Exxx Xxxx Title: Managing Director, Head of Investment Banking cbdMD, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm ofFirm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number ThinkEquity, a division of Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative A.G.P./Alliance Global Partners Fordham Financial Management, Inc. 12,480,000 1,872,000 The Benchmark Company, LLC 3,520,000 528,000 TOTAL 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 20,000,000 10,000,000 3,000,000 1,500,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 16,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 2,400,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 1.00 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.075 Proceeds to Company per Firm Share (after the underwriting discount and before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 0.925 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________Free Writing Prospectus filed with the SEC on January 8, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.SCHEDULE 3

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, HEAT BIOLOGICS, INC. CLEARSIGN TECHNOLOGIES CORPORATION By: /s/ Jxxxxxx Xxxx Name: Jxxxxxx Xxxx Title: ChairmanXxxxx Xxxxx Xxxxxx Xxxxx Xxxxx Xxxxxx, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS NEWBRIDGE SECURITIES CORPORATION By: /s/ Txxxxx Xxxx X. Xxxxxxx Xxxxxxxx Name: Txxxxx Xxxx X. Xxxxxxx Xxxxxxxx Title: Senior Managing Director, Head of Investment Banking and Capital Markets ClearSign Technologies Corporation – 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 is Fully Exercised 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 20,000,000 10,000,000 3,000,000 1,500,000 SCHEDULE 21-A Pricing Information Number of Firm Shares: 20,000,000 3,640,000 Number of Firm Warrants: 10,000,000 Number of Option Additional Shares: 3,000,000 Number of Option Warrants: 1,500,000 546,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 1.11 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.0666 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 1.0434 SCHEDULE 21-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 2 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx Xxxxx Xxxxx Xxxxxx Xxxxx Xxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx Xxxxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 Xxxxxx Xxxxx X. Xxxx GPclirSPV LLC clirSPV LLC EXHIBIT A Form of Lock-Up Agreement ______May ___, 2020 A.G.P./Alliance Global Partners 500 2022 Newbridge Securities Corporation 0000 Xxxxx Xxxxxxx XxxxxxXxxxxxx Xxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx Xxxxxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters Newbridge Securities Corporation (the “RepresentativeUnderwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc.ClearSign Technologies Corporation, a Delaware Washington 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 stockCommon Stock, par value $0.0002 0.0001 per share, of the Company (the “SharesCommon Stock” or the “Securities”). 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, HEAT BIOLOGICSAMMO, INC. By: /s/ Jxxxxxx Xxxx Name: Jxxxxxx Xxxx Title: Chairman, CEO 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: A.G.P./ALLIANCE GLOBAL PARTNERS ALEXANDER CAPITAL, L.P. By: /s/ Txxxxx X. Xxxxxxx Name: Txxxxx X. Xxxxxxx Title: Jxxxxxxx Xxxxxx Jxxxxxxx Xxxxxx Managing Director, Investment Banking Director SCHEDULE 1 Underwriter Total Number of Firm Shares Public Securities to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised 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 Alexander Capital, L.P. 138,220 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 138,220 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share Term Sheet Issuer Ammo, Inc. (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (POWW” or the “Company”)) Book running manager Alexander Capital, providing for the public offering L.P. a licensed broker-dealer with FINRA Security: Series A Cumulative Redeemable Perpetual Preferred Stock (the “Public OfferingPreferred”) by the several Underwriters named in Schedule 1 Ticker: POWWP (Nasdaq) Principal Amount: Up to the Underwriting Agreement $3,455,500 Price: $25.00/share Dividend Rate: 8.75% per annum (the “Underwriters”) of shares of common stock, par value $0.0002 per 2.1875/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, HEAT BIOLOGICSRUMBLEON, INC. By: /s/ Jxxxxxx Xxxx Mxxxxxxx Xxxxxxxx Name: Jxxxxxx Xxxx Mxxxxxxx Xxxxxxxx Title: Chairman, 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: A.G.P./ALLIANCE GLOBAL PARTNERS RXXX CAPITAL PARTNERS, LLC By: /s/ Txxxxx Axxxx X. Xxxxxxx Xxxxxxxx Name: Txxxxx Axxxx X. Xxxxxxx Xxxxxxxx Title: Managing DirectorHead of Equity Capital Markets MAXIM GROUP, LLC By: /s/ Cxxxxxxx Xxxxxx Name: Cxxxxxxx Xxxxxx Title: Head of Investment Banking RUMBLEON, 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 is Fully Exercised 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 Rxxx Capital Partners, LLC 1,455,000 218,250 Maxim Group Group, LLC 2,000,000 1,000,000 300,000 150,000 1,018,500 152,775 Aegis Capital Corp. 436,500 65,475 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 2,910,000 436,500 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 2,910,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 436,500 Public Offering Price per Firm Share: $0.34 Public Offering Price 5.50 Underwriting Discount per Firm Warrant: $0.01 Firm Warrant Exercise PriceShare: $0.385 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 5.115 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses hxxxx://xxx.xxx.xxx/Xxxxxxxx/exxxx/data/1596961/000165495417009064/rmbl_fwp.htm SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Mxxxxxxx Xxxxxxxx Sxxxxx X. Xxxxxxx Dxxxxx Xxxxx Kxxxxx Xxxxxxxx Mxxxx Xxxxxx Kxxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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 usbelow. Very truly yours, HEAT BIOLOGICS, INC. Skyline Medical Inc. By: /s/ Jxxxxxx Xxxx ___________________________________ Name: Jxxxxxx Xxxx Title: Chairman, CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS Xxxxxx Xxxxx Securities, Inc. By: /s/ Txxxxx X. Xxxxxxx ___________________________________ Name: Txxxxx Xxxxxx X. Xxxxxxx Xxxxxx, Xx. Title: Managing Director, Investment Banking Chief Executive Officer On behalf of each of the Underwriters Skyline Medical Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants Units to be Purchased Number of Additional Shares Units to be Purchased if the Over-Allotment Option is Fully Exercised 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 20,000,000 10,000,000 3,000,000 1,500,000 Xxxxxx Xxxxx Securities, Inc. 2,900,000 3,190,000 Total 2,900,000 3,190,000 SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: 20,000,000 2,900,000 Number of Firm Warrants: 10,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) of shares of common stock, par value $0.0002 per share, Common Stock included in each Firm Unit: One (1) share of the Company (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.Common Stock

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, HEAT BIOLOGICSBITNILE HOLDINGS, INC. By: /s/ Jxxxxxx Xxxx Wxxxxxx X. Xxxxx Name: Jxxxxxx Xxxx Wxxxxxx X. Xxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS ALEXANDER CAPITAL, L.P. By: /s/ Txxxxx X. Xxxxxxx Name: Txxxxx X. Xxxxxxx Title: Jxxxxxxx Xxxxxx Jxxxxxxx Xxxxxx Managing Director, Investment Banking Director 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 is Fully Exercised 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 Alexander Capital, L.P. 144,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 144,000 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: 20,000,000 Number of Firm Warrants13.00% Series D Cumulative Redeemable Perpetual Preferred Stock (“Series D Preferred Stock”) Ticker: 10,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 Public Offering Price per Firm ShareNILE PRD (NYSE American) Principal Amount: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise 3,600,000 Price: $0.385 Underwriting Discount per Firm Share25.00/share Par Value: $0.0238 Underwriting Discount 25.00/share Dividend Rate: 13.00% per Firm Warrantannum ($3.25/share) Dividend Payments: Monthly in arrears, on the last day of the month ($0.0007 Proceeds 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 Firm 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 $0.3162 Proceeds 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 Company per Firm Warrant (before expenses): $0.0093 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-B the-Waters Communications None SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies Subsidiaries and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.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, HEAT BIOLOGICSRXXXXXXXX.XXX GROUP, INC. By: /s/ Jxxxxxx Xxxx :_________________________ Name: Jxxxxxx Exxx Xxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters Underwriters, if any named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS JXXXXX XXXXXX & CO. LLC By: /s/ Txxxxx :_______________________ Sxxxxxx X. Xxxxxxx Name: Txxxxx X. Xxxxxxx Title: Managing Director, Investment Banking Xxxxx President SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants Securities to be Purchased Number of Additional Shares Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number of Additional Firm Units Number of Option Shares Number of Option 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 Jxxxxx Xxxxxx & Co., LLC 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 20,000,000 10,000,000 3,000,000 1,500,000 360,000 360,000 Totals SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: 20,000,000 Number of Firm Warrants: 10,000,000 2,400,000 Number of Option Shares: 3,000,000 360,000 Number of Option Warrants: 1,500,000 360,000 Public Offering Price per Firm ShareUnit: $0.34 5.00 Public Offering Price per Firm Option Share $4.99 Public Offering Price per Option Warrant: $0.01 Firm Warrant Exercise Price: $0.385 Underwriting Discount per Firm Unit: $0.35 Underwriting Discount per Option Share: $0.0238 0.3493 Underwriting Discount per Firm Option Warrant: $0.0007 Proceeds to Company per Firm Share Unit (before expensesexpenses and credit): $0.3162 4.65 Proceeds to Company per Firm Option Share (before expenses and credit): $4.6407 Proceeds to Company per Option Warrant (before expensesexpenses and credit): $0.0093 Underwriting non-accountable expense allowance per Firm Unit: $0.05 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. None SCHEDULE 2-B C Written Testing-the-Waters Communications None SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Officers: Mxxxx Xxxxxxxx Jxxx Xxxxxxx Exxx Xxxx Jxxx Xxxxxxxx, Ph.D. Axxxxx Xxxxxx Rxxx Xxxxxxx Directors: Txxxxxx X’Xxxxxx Dxxxxxx Xxxx Dxxxxxx Xxxx Wxxxxxx X. Xxxx Sxxxx Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 Rxxxxx Xxxxx EXHIBIT A Form of Representative’s Warrant Agreement Reference is made to Exhibit 4.8 to the Registration Statement on Form S-1 (File Number 333-249208) of the Company, which is incorporated by reference. Exhibit A EXHIBIT B Form of Lock-Up Agreement [FURNISHED SEPARATELY] US_ACTIVE--7435-7435-84.-YPHAM EXHIBIT C Form of Press Release Rxxxxxxxx.xxx Group, Inc. [Date] Rxxxxxxxx.xxx Group, Inc. (the “Company”) announced today that Jxxxxx Xxxxxx & Co., LLC, acting as representative for the underwriters in the Company’s recent public offering of the Company’s units, consisting of one share of common stock and one warrant to purchase one share of common stock, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers, directors or other security holders] [an officer, director or security holder] of the Company. The [waiver] [release] will take effect on _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx20___, 00xx Xxxxx Xxx Xxxxand 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, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partnerssuch 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 Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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 Agreementamended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, HEAT BIOLOGICS, INC. INPIXON By: /s/ Jxxxxxx Xxxx Xxxxx Xxx Name: Jxxxxxx Xxxx Xxxxx Xxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS AEGIS CAPITAL CORP. By: /s/ Txxxxx X. Xxxxxxx Xxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Xxxxx Xxxxxx Title: Managing Director, Head of Investment Banking [Signature Page] INPIXON – Underwriting Agreement SCHEDULE 1 Underwriter Total 1-A Number of Firm Shares to be Purchased Total Class A Units: 1,849,460 Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised 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 20,000,000 10,000,000 3,000,000 1,500,000 SCHEDULE 2-A Pricing Information Number of Firm SharesClass B Units: 20,000,000 Number of Firm Warrants: 10,000,000 4,060 Number of Option SharesClass A Units: 3,000,000 277,419 Number of Option WarrantsClass B Units: 1,500,000 609 Public Offering Price per Firm ShareClass A Unit: $0.34 1.05 Public Offering Price per Firm Class B Unit: $1,000.00 Underwriting Discount per Class A Unit: $0.0735 Underwriting Discount per Class B Unit: $70.00 Underwriting Discount per Debtholder Class A Unit: $0.02625 Underwriting Discount per Debtholder Class B Unit: $25.00 Underwriting Non-accountable expense allowance per Class A Unit: $0.0105 Underwriting Non-accountable expense allowance per Class B Unit: $10.00 Exercise Price per Warrant: $0.01 Firm Warrant Exercise Price: $0.385 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 1.3125 Proceeds to Company per Firm Share Class A Unit (before expenses): $0.3162 0.9765 Proceeds to Company per Firm Warrant Class B Unit (before expenses): $0.0093 930.00 Proceeds to Company per Debtholder Class A Unit (before expenses): $1.02375 Proceeds to Company per Debtholder Class B Unit (before expenses): $975.00 SCHEDULE 21-B Issuer General Use Free Writing Prospectuses xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1529113/000121390017006359/fwp061217_inpixon.htm SCHEDULE 1-C Written Testing-the-Waters Communications None. Sch. 2-B SCHEDULE 3 2 List of Lock-Up Parties Jxxxxxx Xxxxx Xxx Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxxxxx Xxxxxx Xxx Xxx Xxxxxxxxx Xxxxxxx Xxxxxx SyHoldings Xxxx Jxxx XxxxxxxxXxxxxx Xxxxx Xxxxxx SCHEDULE 3 Hillair Capital Investments L.P. The holders of those certain convertible promissory notes issued pursuant to the securities purchase agreement, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxxdated May 31, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch2017. 3-1 EXHIBIT A Form of Lock-Up Agreement _______June __, 2020 A.G.P./Alliance Global Partners 500 0000 Xxxxx Capital Corp. 000 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 Aegis Capital Corp. (the “RepresentativeUnderwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc.Inpixon, a Delaware Nevada corporation (the “Company”), providing for the public offering of securities of the Company (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) of including shares of common stock, par value $0.0002 0.001 per share, of the Company (the “Shares”). Capitalized terms used herein , Series 2 Convertible Preferred Stock, and not otherwise defined shall have Warrants (the meanings set forth in the Underwriting Agreement“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, HEAT BIOLOGICSSPLASH BEVERAGE GROUP, INC. By: /s/ Jxxxxxx Xxxx Rxxxxx Xxxxxxx Name: Jxxxxxx Xxxx Rxxxxx Xxxxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS EX XXXXXX, division of Benchmark Investments, LLC By: /s/ Txxxxx X. Xxxxxxx Sxx Xxxxxxxxxx Name: Txxxxx X. Xxxxxxx Sxx Xxxxxxxxxx Title: Managing Director, Investment Banking Supervisory Principal SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number EX Xxxxxx, division 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 Benchmark Investments, LLC 1,995,000 300,000 Jxxxxx Xxxxxx & Co. LLC 5,000 0 TOTAL 2,000,000 1,000,000 300,000 150,000 Maxim Group LLC 2,000,000 1,000,000 300,000 150,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 2,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 300,000 Public Offering Price per Firm Share: $0.34 1.55 Public Offering Price per Firm WarrantOption Share: $0.01 Firm Warrant Exercise Price: $0.385 1.55 Underwriting Discount per Firm Share: $0.0238 0.124 Underwriting Discount per Firm WarrantOption Share: $0.0007 0.124 Underwriting Non-accountable expense allowance per Firm Share: $0.0155 Underwriting Non-accountable expense allowance per Option Share: $0.0155 Proceeds to Company per Firm Share (before expenses): $0.3162 1.4105 Proceeds to Company per Firm Warrant Option Share (before expenses): $0.0093 1.4105 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. SCHEDULE 2-B C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.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, HEAT BIOLOGICS, INCDARIOHEALTH CORP. By: /s/ Jxxxxxx Xxxx Zxx Xxx Xxxxx Name: Jxxxxxx Xxxx Zxx Xxx Xxxxx Title: Chairman, CEO Chief Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS AEGIS CAPITAL CORP. By: /s/ Txxxxx X. Xxxxxxx Dxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Dxxxx Xxxxxx Title: Managing Director, Head of Investment Banking [Signature Page] Dariohealth corp. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised 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 Aegis Capital Corp. 1,450,000 217,500 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 1,450,000 217,500 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 1,450,000 Number of Option Shares: 3,000,000 217,500 Number of Option WarrantsFirm Shares to Company Introduced Investors: 1,500,000 459,600 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 3.10 Underwriting Discount per Firm Share: $0.0238 0.217 Underwriting Discount per Firm WarrantShare for Company Introduced Investors: $0.0007 0.1085 Underwriting Non-accountable expense allowance per Share: n/a Proceeds to Company per Firm Share (before expenses): $0.3162 2.883 Proceeds to Company per Firm Warrant Share (before expenses): ) for Company Introduced Investors: $0.0093 2.9915 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. SCHEDULE 2-B C Written Testing-the-Waters Communications None. SCHEDULE 2-D Company Introduced Investors Israel Discount Bank Tuffy Associates Corp. SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Exxx Xxxxxxx Zxx Xxx Xxxxx Mxxxxxx Xxxxxxxx Dxxxxx X. XxXxxxx Pxxx. Xxxxxxx X. Sxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 Yehudiha Hila Kxxxx Xxxxx Farhi Axxxx Xxxxx Yossi Bahagon EXHIBIT A Form of Lock-Up 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 THE UNDERWRITING AGREEMENT]. VOID AFTER 5:00 P.M., 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx XxxxxxEASTERN TIME, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF THE UNDERWRITING AGREEMENT]. COMMON STOCK PURCHASE WARRANT For the Purchase of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) [_____] Shares of shares Common Stock 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 AgreementDARIOHEALTH 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, HEAT BIOLOGICS, INC. By: /s/ Jxxxxxx Xxxx Name: Jxxxxxx Xxxx Title: Chairman, CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS By: /s/ Txxxxx X. Xxxxxxx Name: Txxxxx X. Xxxxxxx Title: Managing Director, Investment Banking 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 is Fully Exercised 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 4,000,000 1,200,000 Arcadia Securities 2,000,000 1,000,000 300,000 150,000 Maxim Group LLC 2,000,000 1,000,000 300,000 150,000 600,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 8,000,000 4,000,000 1,200,000 600,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 8,000,000 Number of Firm Warrants: 10,000,000 4,000,000 Number of Option Shares: 3,000,000 1,200,000 Number of Option Warrants: 1,500,000 600,000 Public Offering Price per Firm Share: $0.34 1.49 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 1.65 Underwriting Discount per Firm Share: $0.0238 0.1043 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share (before expenses): $0.3162 1.3857 Proceeds to Company per Firm Warrant (before expenses): $0.0093 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B 1 SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx 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 _________[•], 2020 A.G.P./Alliance 2018 Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) ), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 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 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, HEAT BIOLOGICS, INC. PAVmed Inc. By: /s/ Jxxxxxx Xxxx Lxxxxx Xxxxx, M.D. Name: Jxxxxxx Xxxx Lxxxxx Xxxxx, M.D. Title: Chairman, CEO 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: A.G.P./ALLIANCE GLOBAL PARTNERS Dxxxxx Xxxxx Securities, Inc. By: /s/ Txxxxx Rxxxxx X. Xxxxxxx Xxxxxx, Xx. Name: Txxxxx Rxxxxx X. Xxxxxxx Xxxxxx, Xx. Title: Managing Director, Investment Banking CEO On behalf of each of the Underwriters SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised 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 20,000,000 10,000,000 3,000,000 1,500,000 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: 20,000,000 Number of Firm Warrants: 10,000,000 2,415,278 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 362,292 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 1.80 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount 0.144 (8% per Firm Warrant: $0.0007 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 Share) SCHEDULE 2-B I Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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, HEAT BIOLOGICS, INC. ALLIANCE ENTERTAINMENT HOLDING CORPORATION By: /s/ Jxxxxxx Xxxx Xxxxxx Name: Jxxxxxx Xxxx Xxxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS THINKEQUITY LLC By: /s/ Txxxxx X. Xxxxxxx Exxx Xxxx Name: Txxxxx X. Xxxxxxx Exxx Xxxx Title: Managing Director, Head of Investment Banking 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 is Fully Exercised 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 ThinkEquity LLC 2,000,000 1,000,000 300,000 150,000 1,335,000 200,250 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 1,335,000 200,250 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 1,335,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 200,250 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 3.00 Underwriting Discount per Firm Share: $0.0238 0.225* Underwriting Discount Non-accountable expense allowance per Firm WarrantShare: $0.0007 0.03 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 2.745* * except as otherwise indicated on Schedule 3 hereto SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. SCHEDULE 2-B C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Bxxxx Xxxxxxx* Jxxxxxx Xxxx Xxxxxx* Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx Txxxxx Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 EXHIBIT A Form of Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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, HEAT BIOLOGICSONE HORIZON GROUP, INC. By: /s/ Jxxxxxx Xxxx Name: Jxxxxxx Xxxx Title: Chairman, Xxxxx Xxxxxxx Xxxxx Xxxxxxx CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS AEGIS CAPITAL CORP. Date By: /s/ Txxxxx X. Xxxxxxx Name: Txxxxx X. Xxxxxxx Title: Xxxxx Xxxxxx Xxxxx Xxxxxx Managing Director, Director of Investment Banking One Horizon Group, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Total Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Total Number of Additional Option 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 20,000,000 10,000,000 3,000,000 1,500,000 Aegis Capital Corp 1,714,286 857,143 257,142 128,571 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 1,714,286 Number of Firm Warrants: 10,000,000 857,143 Number of Option Shares: 3,000,000 257,142 Number of Option Warrants: 1,500,000 128,571 Public Offering Price per Firm ShareSecurity: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 1.75 Underwriting Discount per Firm Security: $0.1225 Underwriting Non-accountable expense allowance per Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.0175 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 1.61 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None. Sch. 2-B .] SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxxx Xxxxxxx Xxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 Xxxxxxxx Xxxxxxxxxx Xxxxxxx Xxx Xxxxxx Xxx Xxxxxx Xxxxxx EXHIBIT A Form of Lock-Up Agreement _________July [•], 2020 A.G.P./Alliance Global Partners 500 0000 Xxxxx Capital Corp. 000 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 Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat BiologicsOne Horizon Group, 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 0.0001 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, HEAT BIOLOGICSKIPS BAY MEDICAL, INC. By: /s/ Jxxxxxx Xxxx Xxxxx Xxxxxx Name: Jxxxxxx Xxxx Xxxxx Xxxxxx Title: ChairmanChief Operating Officer, CEO Chief Financial Officer and Corporate Secretary Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS AEGIS CAPITAL CORP. By: /s/ Txxxxx X. Xxxxxxx Xxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Xxxxx Xxxxxx Title: Managing Director, Head of Investment Banking KIPS BAY MEDICAL, 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 is Fully Exercised 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 Aegis Capital Corp. 5,250,000 785,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 5,250,000 785,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 5,250,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 785,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 0.70 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.049 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company 0.651 Underwriting Non-accountable expense allowance per Firm Warrant (before expenses): Share: $0.0093 0.007 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 3 Underwriters’ Information Sch. 23-B 1 SCHEDULE 3 4 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.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 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, HEAT BIOLOGICS, INC. SMX (Security Matters) Public Limited Company By: /s/ Jxxxxxx Xxxx Haggai Alon Name: Jxxxxxx Hxxxxx Xxxx Title: Chairman, CEO Confirmed as of the date first written above mentioned: EX Xxxxxx, on behalf division of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS Benchmark Investments, LLC By: /s/ Txxxxx X. Xxxxxxx Sxx Xxxxxxxxxx Name: Txxxxx X. Xxxxxxx Sxx Xxxxxxxxxx Title: Managing Director, Investment Banking Supervisory Principal 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 is Fully Exercised 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 20,000,000 10,000,000 3,000,000 1,500,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 13,333,333 Number of Firm Warrants: 10,000,000 26,666,666 Warrants Number of Option Shares: 3,000,000 1,999,999 Number of Option Warrants: 1,500,000 3,999,998 Warrants Public Offering Price per one Firm Share (with two Warrants included for no additional consideration): $0.24 Underwriting Discount per one Firm Share (with two Warrants included for no additional consideration): $0.0192 (8.0%) Price per Option Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 0.24 Underwriting Discount per Firm Option Share: $0.0238 Underwriting Discount 0.0192 Non-Accountable Expense Allowance per Firm Warrant: $0.0007 Proceeds to Company per one Firm Share or Option Share (before expenseswith two Warrants included for no additional consideration): $0.3162 Proceeds to Company per Firm Warrant 0.0024 (before expenses): $0.0093 1.0%) SCHEDULE 2-B 2 Issuer General Use Free Writing Prospectuses None. Sch. 2-B None SCHEDULE 3 List of Parties exempted from Lock-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Agreement ● Oxxxx Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, ● Lionheart III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 Corp EXHIBIT A Form of Lock-Up Agreement _________June 22, 2020 A.G.P./Alliance Global Partners 2023 EX Xxxxxx, division of Benchmark Investments, LLC 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx39th Floor New York, Xxx Xxxx 00000 NY 10022 As Underwriter Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global PartnersEX Xxxxxx, as Representative division of the several underwriters Benchmark Investments, LLC (the “RepresentativeUnderwriter”) ), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation SMX (Security Matters) Public Limited Company (the “Company”), providing for the public offering (the “Public Offering”) by of, among other securities of the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) of shares of common stockCompany, Ordinary Shares, par value $0.0002 0.0001 per share, of the Company (the “Ordinary Shares”). Capitalized terms used herein To induce the Underwriter to continue its efforts in connection with the Public Offering, each of the Company’s executive officers, directors and owners of the Company’s outstanding Ordinary Shares (or securities convertible or exercisable into Ordinary Shares) exceeding ten percent (10%), except those listed on Schedule 3 of the Underwriting Agreement, agrees to deliver to the Underwriter an executed Lock-Up Agreement. The undersigned hereby agrees that, without the prior written consent of the Underwriter, the undersigned will not, during the period commencing on the date hereof and ending six months after the date of the Underwriting Agreement relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Underwriter in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made 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 otherwise 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 have not involve a disposition for value, (ii) each transferee shall sign and deliver to the meanings set forth Underwriter a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of Ordinary Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Ordinary 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 Ordinary Shares or any securities convertible into Ordinary 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 six months after the date of the Underwriting Agreement, and after such six month date, 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 Ordinary 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 Ordinary 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 Ordinary Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (j) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. If the undersigned is an executive 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 Underwriter 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 Underwriter 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 Underwriter 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 Underwriter 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, 2023, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Ordinary Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. By: Signature Printed Name of Person Signing (and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity) EXHIBIT B Form of Underwriter’s Warrant THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [__], 2023 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC. ORDINARY SHARES WARRANT For the Subscription of [ ] Ordinary Shares of SMX (Security Matters) Public Limited Company

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, HEAT BIOLOGICSEastside Distilling, INC. Inc. By: /s/ Jxxxxxx Xxxx Gxxxxx X. Xxxxxxxxxx Name: Jxxxxxx Xxxx Gxxxxx X. Xxxxxxxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS RXXX CAPITAL PARTNERS, LLC By: /s/ Txxxxx Axxxx X. Xxxxxxx Xxxxxxxx Name: Txxxxx Axxxx X. Xxxxxxx Xxxxxxxx Title: Managing Director, Head of Equity Capital Markets AEGIS CAPITAL CORP. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants Units to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number of Additional and/or 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 Rxxx Capital Partners, LLC 600,000 90,000 Aegis Capital Corp. 600,000 90,000 TOTAL 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 20,000,000 10,000,000 3,000,000 1,500,000 180,000 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: 20,000,000 Number of Firm Warrants: 10,000,000 1,200,000 Number of Option Shares: 3,000,000 180,000 Number of Option Warrants: 1,500,000 180,000 Public Offering Price per Firm ShareUnit: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 4.50 Underwriting Discount per Firm ShareUnit: $0.0238 0.3150 Underwriting Discount Non-accountable expense allowance per Firm WarrantUnit: $0.0007 0.045 Proceeds to Company per Firm Share Unit (including non-accountable expense but before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 4.14 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-B 1 SCHEDULE 3 List of Lock-Up Parties Glenbrook Capital LP Sxxxxx Xxxx Txxxx X. Xxxxx Mxxxxxx X. Xxxxxxx Gxxxxx X. Xxxxxxxxxx Mxxxxxx Xxxx Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx Xxxxxxxx Axxxx Xxxxxxx Sxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Xxxxxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement Ex. A-1 EXHIBIT B Form of Lock-Up Agreement _________[●], 2020 A.G.P./Alliance Global Partners 500 2017 Rxxx Capital Partners, LLC 800 Xxx Xxxxxxxx Xxxxxxx Xxxxx, XX 00000 and Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Rxxx Capital Partners, LLC, as Representative of the several underwriters representative, joint lead underwriter, and joint bookrunner (the “Representative”) proposes ), and Aegis Capital Corp., as joint lead underwriter and joint bookrunner, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat BiologicsEastside Distilling, Inc., a Delaware Nevada 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 units consisting of one share of common stock, par value $0.0002 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”). 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, HEAT BIOLOGICSHEALTHCARE TRIANGLE, INC. By: /s/ Jxxxxxx Xxxx By:/s/ Sxxxxx Xxxxxxxxxxxx Name: Jxxxxxx Xxxx Sxxxxx Xxxxxxxxxxxx Title: Chairman, CEO 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: A.G.P./ALLIANCE GLOBAL PARTNERS EX XXXXXX, division of Benchmark Investments, LLC By: /s/ Txxxxx X. Xxxxxxx Sxx Xxxxxxxxxx Name: Txxxxx X. Xxxxxxx Sxx Xxxxxxxxxx Title: Managing DirectorSupervisory Principal HEALTHCARE TRIANGLE, Investment Banking 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 Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number EX Xxxxxx, division 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 Benchmark Investments, LLC 2,000,000 1,000,000 300,000 150,000 3,257,500 489,375 Jxxxxx Xxxxxx & Co. LLC 5,000 — TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 3,262,500 489,375 SCHEDULE 22 N/A SCHEDULE 3-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 3,262,500 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 489,375 Public Offering Price per Firm Share: $0.34 4.00 Public Offering Price per Firm WarrantOption Share: $0.01 Firm Warrant Exercise Price: $0.385 4.00 Underwriting Discount per Firm Share: $0.0238 0.32 Underwriting Discount per Firm WarrantOption Share: $0.0007 0.32 Proceeds to Company per Firm Share (before expenses): $0.3162 3.68 Proceeds to Company per Firm Warrant Option Share (before expenses): $0.0093 3.68 SCHEDULE 23-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B 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 Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.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, HEAT BIOLOGICS, PYXIS TANKERS INC. By: /s/ Jxxxxxx Xxxx Xxxxx Xxxxxxxx Name: Jxxxxxx Xxxx Xxxxx Xxxxxxxx Title: Chairman, CEO Chief Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS THINKEQUITY, A Division of Fordham Financial Management, Inc. By: /s/ Txxxxx X. Xxxxxxx Xxxx Xxxx Name: Txxxxx X. Xxxxxxx Xxxx Xxxx Title: Managing Director, Head of Investment Banking 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 Additional Optional Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised by the Representative Number of Additional Optional 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 ThinkEquity, a division of Fordham Financial Management, Inc. 200,000 1,600,000 30,000 240,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 200,000 1,600,000 30,000 240,000 SCHEDULE 2-A Pricing Information Number of Units/Firm Securities: 200,000 Number of Firm Shares: 20,000,000 200,000 Number of Firm Warrants: 10,000,000 1,600,000 Number of Option Shares: 3,000,000 30,000 Number of Option Warrants: 1,500,000 240,000 Public Offering Price per Firm Share: Security (one Share and Eight Warrants): $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 25.00 Underwriting Discount per Firm ShareShare and Eight Warrants: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 1.875 Proceeds to Company per Firm Share and Eight Warrants (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 23.125 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B 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 Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx Valentios (“Xxxxx”) Xxxxxxxx Xxxxx X. Xxxxxxxx Xxxxxxxxxxxx Xxxxxx Xxxxx X. Xxx Xxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx Xxxxxxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 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 LockUnderwriter’s Warrant Agreement (Series A Preferred Shares) THE REGISTERED HOLDER OF THIS UNDERWRITER'S WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS UNDERWRITER'S WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT 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 DATE OF EFFECTIVENESS OF THE PUBLIC OFFERING OF THE COMPANY'S SECURITIES PURSUANT TO REGISTRATION STATEMENT NO. 333-Up Agreement 245405 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(g)(2). THIS UNDERWRITER'S WARRANT IS NOT EXERCISABLE PRIOR TO [________________]1. VOID AFTER 5:00 P.M., 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx XxxxxxEASTERN TIME, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen[___________________]2. UNDERWRITER'S WARRANT TO PURCHASE 7.75% SERIES A CUMULATIVE CONVERTIBLE PREFERRED SHARES PYXIS TANKERS INC. Warrant Shares: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters [_______]3 Initial Exercise Date: [______] 2021 THIS UNDERWRITER'S WARRANT TO PURCHASE 7.75% SERIES A CUMULATIVE CONVERTIBLE PREFERRED SHARES (the “Representative”"Underwriter's Warrant") proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologicscertifies that, for value received, ThinkEquity, a division of Fordham Financial Management, Inc., a Delaware corporation or its assigns (the “Company”"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), providing for prior to at 5:00 p.m. (New York time) on the public offering date that is five (5) years following the Effective Date (the “Public Offering”"Termination Date") by but not thereafter, to subscribe for and purchase from Pyxis Tankers Inc., a corporation formed under the several Underwriters named in Schedule 1 to laws of the Underwriting Agreement Republic of the Xxxxxxxx Islands (the “Underwriters”) of shares of common stock"Company"), up to ______ 7.75% Series A Cumulative Convertible Preferred Shares, par value $0.0002 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). Capitalized terms used herein and not otherwise defined shall have _________________________ 1 Date that is 180 days from the meanings set forth 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 Underwriting AgreementOffering.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, HEAT BIOLOGICSADVAXIS, INC. By: /s/ Jxxxxxx Xxxx Dxxxxx X. X’Xxxxxx Name: Jxxxxxx Xxxx Dxxxxx X. X’Xxxxxx Title: Chairman, CEO President and Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS AEGIS CAPITAL CORP. By: /s/ Txxxxx X. Xxxxxxx Dxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Dxxxx Xxxxxx Title: Managing Director, Head of Investment Banking - Aegis 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 is Fully Exercised 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 20,000,000 10,000,000 3,000,000 1,500,000 Aegis Capital Corp 3,672,000 612,000 Noble Financial Capital Markets 408,000 0 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 4,080,000 Number of Firm Warrants: 10,000,000 Number of Option Additional Shares: 3,000,000 Number of Option Warrants: 1,500,000 612,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 3.00 Underwriting Discount per Firm Share: $0.0238 0.21 Underwriting Discount Non-accountable expense allowance per Firm WarrantShare: $0.0007 0.03 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 2.79 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3Non-1 EXHIBIT A Form of Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.Employee 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 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, HEAT BIOLOGICSPuhui Wealth Investment Management Co., INC. Ltd. By: /s/ Jxxxxxx Xxxx Name: Jxxxxxx Xxxx Ji Zhe Title: Chairman, CEO Chief Executive Officer Confirmed and accepted as of the date first written above mentionedwritten: Jxxxxx Xxxxx Capital, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS LLC By: /s/ Txxxxx X. Xxxxxxx Name: Txxxxx X. Xxxxxxx Dxxxxx Xxxxxx Title: Managing DirectorChief Executive Officer [Signature Page] PUHUI WEALTH INVESTMENT MANAGEMENT CO., Investment Banking 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 is Fully Exercised 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 20,000,000 10,000,000 3,000,000 1,500,000 SCHEDULE 2LTD. – Underwriting Agreement Schedule 1-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 SCHEDULE 2Disclosure Package NONE Schedule 1-B Issuer General Use Free Writing Prospectuses None. Sch. 2Prospectus NONE Schedule 1-B SCHEDULE 3 List of C Written Testing-the-Waters Communications NONE Schedule 2 Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.up 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, HEAT BIOLOGICSAMERICAN CARESOURCE HOLDINGS, INC. By: /s/ Jxxxxxx Xxxx Axxx X. Xxxxxx Name: Jxxxxxx Xxxx Axxx X. Xxxxxx Title: ChairmanInterim Chief Financial Officer, CEO General Counsel, Vice President of Acquisitions and Secretary 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: A.G.P./ALLIANCE GLOBAL PARTNERS AEGIS CAPITAL CORP. By: /s/ Txxxxx X. Xxxxxxx Dxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Dxxxx Xxxxxx Title: Managing Director, Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares Series A Units to be Purchased Total Number of Firm Warrants Series B Units to be Purchased Number of Additional Shares and/or Additional Preferred Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number of Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. 9,642,857 750 1,446,428 Additional Shares and 112.5 Additional Preferred Shares (the number of Additional Shares may be increased by 1,429 Additional Shares, to 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 20,000,000 10,000,000 3,000,000 1,500,000 extent the number of Additional Preferred Shares is decreased by 1). 1,607,191 SCHEDULE 2-A Pricing Information Number of Firm SharesSeries A Units: 20,000,000 9,642,857 Number of Firm Series B Units: 750 Number of Additional Shares: 1,446,428 Additional Shares (the number of Additional Shares may be increased by 1,429 Additional Shares, to the extent the number of Additional Preferred Shares is decreased by 1) Number of Additional Preferred Shares: 112.5 Number of Additional Warrants: 10,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 1,607,191 Public Offering Price per Firm ShareSeries A Unit: $0.34 0.70 Underwriting Discount per Firm Series A Unit: $0.049 Public Offering Price per Firm WarrantSeries B Unit: $0.01 Firm Warrant Exercise Price: $0.385 1,000.00 Underwriting Discount per Firm ShareSeries B Unit: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 70.00 Proceeds to Company per Firm Share Series A Unit (before expenses): $0.3162 0.651 Proceeds to Company per Firm Warrant Series B Unit (before expenses): $0.0093 930.00 Underwriting Non-accountable expense allowance per Firm Series A Unit: $0.007 Underwriting Non-accountable expense allowance per Firm Series B Unit: $10.00 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. Free writing prospectuses filed with the SEC on October 21, 2015 and November 25, 2015 SCHEDULE 2-B X Xxxxxxx Xxxxxxx-xxx-Xxxxxx Xxxxxxxxxxxxxx Xxxx SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Jxxx Xxxxxxxxx Nxxxxx Xxxxxxx Jxxxx X. Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx Axxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Xxxxxx Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 Xxxxxx Mxxx X. Xxxx Mxxxxxx X. Xxxxxx Gxxxxxxx X. Xxxxxx EXHIBIT A Form of Lock-Up Agreement [_________, 2020 A.G.P./Alliance Global Partners 500 ] Aegis Capital Corp. 800 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 Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting AgreementAgreement ”) with Heat BiologicsAmerican CareSource Holdings, 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, equity securities of the Company (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting AgreementCompany.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, HEAT BIOLOGICSASPENBIO PHARMA, INC. By: /s/ Jxxxxxx Xxxx Xxxxxxx XxXxxxxxx Name: Jxxxxxx Xxxx Xxxxxxx XxXxxxxxx Title: Chairman, CEO Chief Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS By: /s/ Txxxxx X. Xxxxxxx AEGIS CAPITAL CORP. By:/s/ Xxxxx XxXxxxx Name: Txxxxx X. Xxxxxxx Xxxxx XxXxxxx Title: Managing Director, Investment Banking Chief Compliance Officer SCHEDULE 1 I 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 is Fully Exercised 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 Aegis Capital Corp. 470,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 470,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 470,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 70,500 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 2.10 Underwriting Discount per Firm Share: $0.0238 0.15 Underwriting Discount Non-accountable expense allowance per Firm WarrantShare: $0.0007 0.02 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 1.95 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Name Position Xxxxxxx X. Xxxxx Chief Executive Officer and President and a Director Xxxx Jxxx XxxxxxxxX. 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, Ph.D. Wxxxxxx M.D. Director Xxxxx X. Xxxxxxxxx Jxxx XxxxxxxXxxxx Director Xxxxxxx X. XxXxxxxxx Chief Financial Officer and Secretary Xxx Xxxx Senior Vice President and Chief Commercial Officer Xxxx X. Xxxxxx Vice President, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 Marketing and Business Development (Former) EXHIBIT A Form of Lock-Up Agreement _________[•], 2020 A.G.P./Alliance Global Partners 500 0000 Xxxxx Capital Corp. 000 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 Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat BiologicsAspenBio Pharma, Inc., a Delaware Colorado 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”) Representative of [_____________] shares of common stockstock (“Firm Shares”), no par value $0.0002 per share, of the Company (the “Shares”). Capitalized terms used herein 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 otherwise defined 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 have continue to apply until the meanings set forth 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] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [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, HEAT BIOLOGICSEVMO, INC. By: /s/ Jxxxxxx Xxxx Name: Jxxxxxx Xxxx Sxxxxxx X. Xxxxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC By: /s/ Txxxxx X. Xxxxxxx Name: Txxxxx X. Xxxxxxx Title: Managing DirectorEVmo, Investment Banking 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 Option Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised by the Representative Number EX Xxxxxx, division 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 Benchmark Investments, LLC 2,000,000 1,000,000 300,000 150,000 27,400,000 4,110,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 27,400,000 4,110,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 27,400,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 4,110,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 0.50 Underwriting Discount per Firm Share: $0.0238 0.035 Underwriting Discount Non-accountable expense allowance per Firm WarrantShare: $0.0007 0.005 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 0.46 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. SCHEDULE 2-B C Written Testing-the-Waters Communications None. S-2C SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies Directors and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative Officers of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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, HEAT BIOLOGICSNEOSTEM, INC. By: /s/ Jxxxxxx Xxxx Xxxxx X. Xxxxx Name: Jxxxxxx Xxxx Xxxxx X. Xxxxx, M.D. Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS AEGIS CAPITAL CORP. By: /s/ Txxxxx X. Xxxxxxx /s/Xxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Xxxxx Xxxxxx Title: Managing Director, Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm ofFirm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised 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 Aegis Capital Corp. 20,000,000 3,000,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 0.50 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.035 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 0.465 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.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 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, HEAT BIOLOGICS, DRAGANFLY INC. By: /s/ Jxxxxxx Xxxx Cxxxxxx Xxxxx Name: Jxxxxxx Xxxx Cxxxxxx Xxxxx Title: Chairman, CEO President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and itself, as Representative of the several Underwriters named on Schedule 1 heretoUnderwriter: A.G.P./ALLIANCE GLOBAL PARTNERS AEGIS CAPITAL CORP. By: /s/ Txxxxx Rxxxxx X. Xxxxxxx Xxxx Name: Txxxxx Rxxxxx X. Xxxxxxx Xxxx Title: Managing Director, Investment Banking SCHEDULE Chief Executive Officer 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 is Fully Exercised 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 Underwriter Aegis Capital Corp. 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 20,000,000 10,000,000 3,000,000 1,500,000 SCHEDULE 2-A 8,000,000 1,200,000 Schedule 2 Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 8,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 up to 1,200,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 US$1.00 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 US$0.08 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE US$0.92 Schedule 3 List of Lock-Up Parties Jxxxxxx Cxxxxxx Xxxxx Sxxxx Xxxxxx Oxxx Xxxxx Axxxxx Xxxx Xxxx Xx. Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxx Dxxxx Xxxxx Pxxx Xxx Jxxxx Xxxxx Wxxx Xxxxxxx R. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 EXHIBIT A Pxxx Xxxxxx Exhibit B Form of Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx2023 Aegis Capital Corp. 1000 Xxxxxx xx xxx Xxxxxxxx 27th Floor New York, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 NY 10105 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters Aegis Capital Corp. (the “RepresentativeUnderwriter”) ), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Draganfly Inc., a Delaware British Columbia 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 stockshares, no par value $0.0002 per sharevalue, of the Company (the “Shares”). Capitalized terms used herein To induce the Underwriter to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, the undersigned will not, during the period commencing on the date hereof and not otherwise defined shall have ending ninety (90) days after the meanings set forth in date of the Underwriting Agreement.Agreement (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 Underwriter in connection with:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, HEAT BIOLOGICS, INC. Twin Vee PowerCats Co. By: /s/ Jxxxxxx Xxxx Jxxxxx X. Xxxxxxxx Name: Jxxxxxx Xxxx Jxxxxx X. Xxxxxxxx Title: Chairman, CEO Chief Executive Officer and President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS THINKEQUITY LLC By: /s/ Txxxxx X. Xxxxxxx Exxx Xxxx Name: Txxxxx X. Xxxxxxx Exxx Xxxx Title: Managing Director, Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number of Additional Warrants to be Purchased if the OverThinkEquity LLC 2,500,000 375,000 TOTAL 2,500,000 375,000 Sch.1-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 20,000,000 10,000,000 3,000,000 1,500,000 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 2,500,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 375,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 2.75 Underwriting Discount per Firm Share: $0.0238 0.1925 Underwriting Discount non-accountable expense allowance per Firm WarrantShare: $0.0007 0.0275 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 2.53 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None. Sch. .] SCHEDULE 2-B C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.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, HEAT BIOLOGICS, iSPECIMEN INC. By: /s/ Jxxxxxx Xxxx Cxxxxxxxxxx Xxxxxxx Name: Jxxxxxx Xxxx Cxxxxxxxxxx Xxxxxxx, MD, PhD Title: Chairman, CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Txxxxx X. Xxxxxxx Priyanka Mahajan Name: Txxxxx X. Xxxxxxx Priyanka Mahajan Title: Managing Director, Investment Banking Director [Signature Page] iSPECIMEN 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 is Fully Exercised by the Representative Number ThinkEquity, a division 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 Fordham Financial Management, Inc. 2,250,000 337,500 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 2,250,000 337,500 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 2,250,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 337,500 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 8.00 Underwriting Discount per Firm Share: $0.0238 0.60 Underwriting Discount Non-accountable expense allowance per Firm WarrantShare: $0.0007 0.08 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 7.40 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free writing prospectus filed with the Commission on May 28, 2021. SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-B SCHEDULE fSCHEDULE 3 List of Lock-Up Parties Jxxxxxx Officers, Directors and Affiliates: Name Position Cxxxxxxxxxx Xxxxxxx Chief Executive Officer, President, and Director Jxxx Xxxxxx Chief Operating Officer, Secretary, Treasurer, and Director Bxxxxxxx Xxxxxx Chief Information Officer Txxxx Xxxxxx Chief Financial Officer Axxxxx X. Xxxx Chairman of the Board Gxxxxx “Bud” Sxxxxx Director Sxxxxx Xxxxxxx Director Jxxx XxxxxxxxX. Xxxxxx III Director Nominee Mxxxxxxx X. Xxxxxxxx Director Nominee Other Stockholders: Alexa Wxxx Xxxxxx Dxxx Xxxxxx Vasantgadkar Axxxxx Xxxxxx Axxx Xxxxx Axxx Xxxxx Axxx-Xxxxx & Sxxxxxx Xxxxxx Foundation Axxxxxx Xxxxxx Axxxxx Xxxxx Bxxx Xxxxxx Bxxxx Xxxxxx Cxxxxx Xxxx CamaPlan FBO Hxxx Xxxxxx Cxxxx Xxxxxxxx Cxxxxxxx XxxXxxxxx Cxxxxxxxx Xxxxx Cxxx Xxxxxxxxx Cxxxx Xxxxxx Dxxxx Xxxxxx Dxxxx Xxxxxxx Dxxxx XxXxxxxx Dxxxx Xxxxx Dxxx Mxxxxxxx Dxxxx Xxxxx Exxxx Xxxxxxxx Exxxxx Xxxxxxx Exxxx Xxxxxxx Exxxx Xxxxxx Exxx Xxxxxxxx Gxxx Gragin Gxxxxxx Xxxxxxx Hxxx Xxxxxx Hxxxx Xxxxxxxxx Hxxxxx Xxxxxx J Mxxxxxx Xxxxxx Jxxxx Xxxxxxx Jxxxxxxx Xxxxxxxxx Jxxxxxxx Xxxxxxx Jxxx Xxxxxxx Jxx Xxxxxx Jxxx Xxxxxxx Jxxx Xxxxxxx Jxxx Xxxxxx Jxxxxxxx Xxx Jxxxxx Xxxxxxx Jxxxxx Xxxxxxx I Kxxxx Xxxxx Kxxxxx XxXxxxx Kxxxx Xxxxxxxxx Kxxxx Xxxxxxx Kxxxxxx Xxxxxx Kxxxxxxx Xxxxxx Lxxx Xxxxxxx Lxxxx Xxxx Mxxxx Xxxxxxx Mxxxxxx Xxxxxxx Mxxxxx Xxxxxxx Mxxxxx Xxxxxxxx Mxxxxxx Xxxx Mxxxxx Xxxxxxx Mxxxxxx Xxxxxxx Mxxxxxx Xxxxxxxx Mxxxxxx Xxxxxx Mxxxxx Xxxxxx Mxxxxxx Xxxxxxxxx I Mxxxxxx Xxxxxxxxx XX Mxxxxxx Xxxxxxxxx III MKGJ Investments, Ph.D. LLC Mxxxxx Xxxxxxxxx MRNGL Trust Nxxxx Xxxxxxxxx I Nxxxx Xxxxxxxxx XX NHR Inc. Nxxx Xxxxxx Pxxx Xxxxx Rxxxxx Xxxxxxxx Rxxxxx Xxxxxx Rxxxxx Xxxxxxxxx Rxxxxx Khedarian Rxxxxx Parente Rxxxxx Xxxxxx Rxx Xxxxxxxx Xxxx 2013 Irrevocable Trust Seagull Investments, LLC Sxxx XxXxxxxx Sxxxx Xxxxx Sxxxxx Xxxxxxxxxx Sxxxxxx Xxxxx Sxxxxxx Xxxxxxxxxxx Shareholder Name Sxxxxxx Xxxxxx Sxxxxxxxx Xxxxx Txxxxx Xxxx Txxxxx XxXxxxx The Pxxxx X. Xxxxxxx Revocable Trust Wxxxx Xxx Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 X'Xxxxxxx Xenia Sibova EXHIBIT A Form of Lock-Up 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) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO DECEMBER 16, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, JUNE 16, 2026. WARRANT TO PURCHASE COMMON STOCK iSPECIMEN INC. Warrant Shares: _______ Initial Exercise Date: December 16, 2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _________, 2020 A.G.P./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 ____ or its assigns (the “RepresentativeHolder”) proposes is entitled, upon the terms and subject to enter into an Underwriting Agreement the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 16, 2021 which is six months from the Effective Date (the “Underwriting AgreementInitial Exercise Date”) and, in accordance with Heat BiologicsFINRA Rule 5110(g)(8)(a), Inc.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 iSPECIMEN INC., a Delaware corporation (the “Company”), providing for the public offering up to ______ shares (the “Public OfferingWarrant Shares”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) of shares of common stock, par value $0.0002 0.0001 per share, of the Company (the “SharesCommon Stock”), as subject to adjustment hereunder. Capitalized terms used herein and not otherwise The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined shall have the meanings set forth in the Underwriting AgreementSection 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, HEAT BIOLOGICSFG FINANCIAL GROUP, INC. By: /s/ Jxxxxxx Xxxx Lxxxx X. Xxxxx, Xx. Name: Jxxxxxx Xxxx Lxxxx X. Xxxxx, Xx. Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS THINKEQUITY LLC By: /s/ Txxxxx X. Xxxxxxx Kxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Kxxxx Xxxxxx Title: Managing Director, Investment Banking Head of Equity Syndicate FG Financial Group, 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 Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number of Additional Warrants to be Purchased if the OverThinkEquity LLC 652,174 97,826 TOTAL 652,174 97,826 Sch. 1-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 20,000,000 10,000,000 3,000,000 1,500,000 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 652,174 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 97,826 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 4.00 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.28 Proceeds to Company per Firm Share (after the underwriting discount and before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 3.72 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B Free Writing Prospectus filed with the SEC on October 21, 2021 SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.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, HEAT BIOLOGICSPROPHASE LABS, INC. By: /s/ Jxxxxxx Xxxx Txx Xxxxxx Name: Jxxxxxx Xxxx Txx Xxxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS THINKEQUITY LLC By: /s/ Txxxxx X. Xxxxxxx Kxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Kxxxx Xxxxxx Title: Managing Director, Investment Banking Head of Equity Syndicate SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre-Funded Warrants to be Purchased Total Number of Additional Option Shares to be Purchased if the Overand/or Option Pre-Allotment Option is Fully Exercised by the Representative Number of Additional Funded 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 ThinkEquity LLC 2,000,000 1,000,000 300,000 150,000 4,170,000 0 4,795,500 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 4,170,000 0 4,795,500 Sch.1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 4,170,000 Number of Firm Pre-Funded Warrants: 10,000,000 0 Number of Option Shares: 3,000,000 Number of Shares and/or Option Pre-Funded Warrants: 1,500,000 625,500 Option Shares Public Offering Price per Firm Share: $0.34 0.72 Public Offering Price per Firm Pre-Funded Warrant: $0.01 Firm Warrant Exercise Price: $0.385 Not applicable Underwriting Discount per Firm Share: $0.0238 0.0504 Underwriting Discount per Firm Pre-Funded Warrant: Not applicable Underwriting non-accountable expense allowance per Share: $0.0007 0.0072 Underwriting non-accountable expense allowance per Pre-Funded Warrant: Not applicable Proceeds to Company per Firm Share (before expenses): $0.3162 0.6696 Proceeds to Company per Firm Warrant Pre-Funded Warrants (before expenses): $0.0093 Not applicable Sch. 2-A-1 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Issuer Free Writing Prospectus filed on November 7, 2024 Sch. 2-B B-1 SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx Txx Xxxxxx Jxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 Xxxxxx Lxxxx Xxxxxxx Wxxxxx Xxxxxx Lxxxx Xxxxxxx EXHIBIT A Form of Lock-Up Representative’s Warrant Agreement THIS PURCHASE WARRANT IS VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK PROPHASE LABS, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2024 THIS WARRANT TO PURCHASE COMMON STOCK (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on ___________, 2020 A.G.P./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 2029 (the “RepresentativeTermination Date”) proposes but not thereafter, to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologicssubscribe for and purchase from ProPhase Labs, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 up to the Underwriting Agreement (the “Underwriters”) of ______ shares of common stockCommon Stock, par value $0.0002 0.0005 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. Capitalized terms used herein and not otherwise The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined shall have the meanings set forth in the Underwriting AgreementSection 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, HEAT BIOLOGICS, IPSIDY INC. By: /s/ Jxxxxxx Xxxx Xxx Xxxxxx Name: Jxxxxxx Xxxx Xxx Xxxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS ThinkEquity LLC By: /s/ Txxxxx X. Xxxxxxx Xxxx Xxxx Name: Txxxxx X. Xxxxxxx Xxxx Xxxx Title: Managing Director, Head of Investment Banking IPSIDY 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 is Fully Exercised 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 ThinkEquity LLC 2,000,000 1,000,000 300,000 150,000 1,428,571 214,285 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 1,428,571 214,285 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 1,428,571 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 214,285 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 7.00 Underwriting Discount per Firm Share: $0.0238 0.49 Underwriting Discount Non-accountable expense allowance per Firm WarrantShare: $0.0007 0.07 Proceeds to Company per Firm Share (before accountable expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 6.44 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None. Sch. .] SCHEDULE 2-B C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx Xxxxxx X. Xxxxxx Xxxxx X. Xxxxx III Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx Xxxxxx Xxxx Xxxxxxxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 Xxxxx Xxxx Xxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxx EXHIBIT A Form of Lock-Up 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) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC, OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO February 23, 2022. VOID AFTER 5:00 P.M., EASTERN TIME, August 23, 2026. WARRANT TO PURCHASE COMMON STOCK IPSIDY INC. Warrant Shares: _______ Initial Exercise Date: ______, 20__ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _________, 2020 A.G.P./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 ____ or its assigns (the “RepresentativeHolder”) proposes is entitled, upon the terms and subject to enter into an Underwriting Agreement the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 20[●] (the “Underwriting AgreementInitial Exercise Date”) and, in accordance with Heat BiologicsFINRA 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 Ipsidy Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 up to the Underwriting Agreement (the “Underwriters”) of 64,286 shares of common stockCommon Stock, par value $0.0002 0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. Capitalized terms used herein and not otherwise The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined shall have the meanings set forth in the Underwriting AgreementSection 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] 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, HEAT BIOLOGICS, INC. Intellipharmaceutics International Inc. By: /s/ Jxxxxxx Xxxx Xxxxx Xxxxx Name: Jxxxxxx Xxxx Xxxxx Xxxxx Title: Chairman, CEO 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: A.G.P./ALLIANCE GLOBAL PARTNERS Xxxxxx Xxxxx Securities, Inc. By: /s/ Txxxxx Xxxxxx X. Xxxxxxx Xxxxxx, Xx. Name: Txxxxx Xxxxxx X. Xxxxxxx Xxxxxx, Xx. Title: Managing Director, Investment Banking CEO On behalf of each of the Underwriters SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised 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 20,000,000 10,000,000 3,000,000 1,500,000 Xxxxxx Xxxxx Securities, Inc. 3,229,814 Total: 3,229,814 SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: 20,000,000 3,229,814 Number of Firm Warrants: 10,000,000 1,614,907 Number of Option Shares: 3,000,000 484,472 Number of Option Warrants: 1,500,000 242,236 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: )): $0.34 1.61 Public Offering Price per Firm Option Share: $1.61 Public Offering Price per Option Warrant: $0.01 Firm Warrant Exercise Price: $0.385 0.001 Underwriting Discount per Firm Unit: $0.0966 (6% per Unit) Underwriting Discount per Option Share: $0.0238 0.0966 (6% per Option Share) Underwriting Discount per Firm Option Warrant: $0.0007 Proceeds to Company 0.00006 (6% per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 Option Warrant) SCHEDULE 2-B I Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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, HEAT BIOLOGICSSigning Day Sports, INC. Inc. By: /s/ Jxxxxxx Xxxx Xxxxxx X. Xxxxxx Name: Jxxxxxx Xxxx Xxxxxx X. Xxxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS Boustead Securities, LLC By: /s/ Txxxxx X. Xxxxxxx Xxxxx Xxxxx Name: Txxxxx X. Xxxxxxx Xxxxx Xxxxx Title: Managing Director, Investment Banking Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised 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 Boustead Securities, LLC 1,200,000 Arcadia Securities 2,000,000 1,000,000 300,000 150,000 Maxim Group LLC 2,000,000 1,000,000 300,000 150,000 180,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 1,200,000 180,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 1,200,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 180,000 Public Offering Price per Firm Share: $0.34 5.00 Public Offering Price per Firm WarrantOption Share: $0.01 Firm Warrant Exercise Price: $0.385 5.00 Underwriting Discount per Firm Share: $0.0238 0.35 Underwriting Discount per Firm WarrantOption Share: $0.0007 Proceeds to Company 0.35 Non-Accountable Expense Allowance per Firm Share (before expenses): Share: $0.3162 Proceeds to Company 0.05 Non-Accountable Expense Allowance per Firm Warrant (before expenses): Option Share: $0.0093 0.05 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. None SCHEDULE 2-B C Written Testing-the-Waters Communications None SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx XxxxxxxxEnterprises of Arizona, Ph.D. Wxxxxxx Inc. Xxxxx Xxxx Xxxxxx X. Xxxxxxxxx Jxxx XxxxxxxXxxxxx Xxxxx X’Xxxx Xxxxxx Family Holdings, Ph.D. Exxxxx LLC Xxxx Xxx Xxxx Xxxxxxxx Xxxx X. XxxxxXxxxxx Xxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxx (Xxx) Xxxxx Xxxxx Xxxxx Xx. The Xxxxxx Revocable Living Trust Zone Right, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 LLC EXHIBIT A Form of Lock-Up Agreement _________Representative’s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx XxxxxxAGREES THAT IT WILL NOT SELL, 00xx Xxxxx Xxx XxxxTRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS PROVIDED HEREIN AND IN THE UNDERWRITING AGREEMENT BETWEEN BOUSTEAD SECURITIES, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters LLC (the “RepresentativeBOUSTEAD”) proposes to enter into an Underwriting Agreement AND SIGNING DAY SPORTS, INC., DATED AS OF [●], 202[●] (the THE “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “CompanyUNDERWRITING AGREEMENT”), providing for the public offering AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 202[●] (the THE “Public OfferingEFFECTIVE DATE”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement TO ANYONE OTHER THAN (the I) BOUSTEAD OR A MEMBER OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC. (“UnderwritersFINRA”) of shares of common stock, par value $0.0002 per share, of the Company PARTICIPATING IN THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER OF SUCH OFFERING AS CONSIDERATION (the THE “SharesOFFERING”), OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE OF BOUSTEAD, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, THE UNDERWRITING AGREEMENT, AND IN ACCORDANCE WITH FINRA RULE 5110(E)(1). Capitalized terms used herein and not otherwise defined shall have THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2023. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 202_. COMMON STOCK PURCHASE WARRANT For the meanings set forth in the Underwriting Agreement.Purchase of [●] Shares of Common Stock of Signing Day Sports, 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, HEAT BIOLOGICS, INC. ImmunoPrecise Antibodies Ltd. By: /s/ Jxxxxxx Xxxxxxxx Xxxx Name: Jxxxxxx Xxxxxxxx Xxxx Title: ChairmanPresident and Chief Executive Officer, CEO 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: A.G.P./ALLIANCE GLOBAL PARTNERS THE BENCHMARK COMPANY LLC By: /s/ Txxxxx X. Xxxxxxx Xxxx X Xxxxx XXX Name: Txxxxx X. Xxxxxxx Xxxx X Xxxxx XXX Title: Senior Managing Director, Investment Banking Director IPA- Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised by the Representative Number of Additional Warrants to be Purchased if the OverThe Benchmark Company LLC 640,000 165,000 X.X Xxxxxxxx & Co., Inc. 460,000 -- TOTAL 1,100,000 165,000 Sch. 1-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 20,000,000 10,000,000 3,000,000 1,500,000 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 1,100,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 165,000 Public Offering Price per Firm Share: $0.34 Public Offering Price 1.00 Underwriting Discount per Firm WarrantShare: $0.93 Underwriting Non-accountable expense Allowance per Share: $0.01 Firm Warrant Exercise Price: $0.385 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 0.92 Sch. 2-1 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B 1 SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxx Xxxx 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 LockRepresentative'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) Benchmark Company, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF Benchmark Company, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [FINAL DAY IN THE FOUR AND ONE-Up Agreement HALF-YEAR PERIOD COMMENCING ON THE DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. UNDERWRITER COMMON STOCK PURCHASE WARRANT IMMUNOPRECISE ANTIBODIES, LTD. Warrant Shares: Issuance Date: THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the "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 __________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx2023 (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York time) on __________, 00xx Xxxxx Xxx Xxxx2028 (the "Termination Date") but not thereafter, Xxx Xxxx 00000 Ladies to subscribe for and Gentlemen: 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 undersigned understands that A.G.P./Alliance Global Partnerspurchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”defined in Section 2(b), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 . This Warrant is being issued pursuant to the Underwriting Agreement (the “Underwriters”) dated as of shares of common stock_______, par value $0.0002 per share2023, of by and between the Company and The Benchmark Company, LLC (the “Shares”"Benchmark"). 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, HEAT BIOLOGICSHeartCore Enterprises, INC. Inc. By: /s/ Jxxxxxx Xxxx Sxxxxxxx Xxxxxxxx Name: Jxxxxxx Xxxx Sxxxxxxx Xxxxxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS Boustead Securities, LLC By: /s/ Txxxxx X. Xxxxxxx Kxxxx Xxxxx Name: Txxxxx X. Xxxxxxx Kxxxx Xxxxx Title: Managing Director, Investment Banking Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised 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 Boustead Securities, LLC 2,000,000 1,000,000 300,000 150,000 3,000,000 450,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 450,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 3,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 450,000 Public Offering Price per Firm Share: $0.34 5.00 Public Offering Price per Firm WarrantOption Share: $0.01 Firm Warrant Exercise Price: $0.385 5.00 Underwriting Discount per Firm Share: $0.0238 0.35 Underwriting Discount per Firm WarrantOption Share: $0.0007 Proceeds to Company 0.35 Non-Accountable Expense Allowance per Firm Share (before expenses): Share: $0.3162 Proceeds to Company 0.05 Non-Accountable Expense Allowance per Firm Warrant (before expenses): Option Share: $0.0093 0.05 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. (See attached) SCHEDULE 2-B C Written Testing-the-Waters Communications None SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Sxxxxxxx Xxxxxxxx Daishin Yasui Information Services International-Dentsu, Ltd. Kxxxxxx Xxxxxx Ciz Investment LLP Ryugo Miyake Sxxxxxx Xxxx Jxxx XxxxxxxxKxxxxxxxx Xxxxx JPE No. 2 Co., Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 Ltd. Kxxxxxx Xxxx Kxxxx Xxxxxx Hxxxxxxx Xxxxxx Qxxxx Xxx Fxxxxxxxx Xxxxxxxxxx Yxxxxxxxx Xxxxxx Yxxx Xxx Txxxxxx Xxxxx Yxxx Xxxxx EXHIBIT A Form of Lock-Up Agreement _________Representative’s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx XxxxxxAGREES THAT IT WILL NOT SELL, 00xx Xxxxx Xxx XxxxTRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global PartnersTRANSFER, as Representative of the several underwriters ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 202[●] (the THE “RepresentativeEFFECTIVE DATE”) proposes to enter into an Underwriting Agreement TO ANYONE OTHER THAN (the I) BOUSTEAD SECURITIES, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “CompanyOFFERING”), providing for OR (II) A BONA FIDE OFFICER OR PARTNER OF BOUSTEAD SECURITIES, LLC. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2022. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 202_. COMMON STOCK PURCHASE WARRANT For the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) Purchase of shares [●] Shares of common stockCommon Stock of HeartCore Enterprises, 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.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-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, HEAT BIOLOGICSSigma Labs, INC. By: Inc. By /s/ Jxxxxxx Xxxx X. Cola Name: Jxxxxxx Xxxx Title: Chairman, CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS Xxxxxx Xxxxx Securities, Inc. By: /s/ Txxxxx Xxxxxx X. Xxxxxxx Xxxxxx, Xx. Name: Txxxxx Xxxxxx X. Xxxxxxx Xxxxxx, Xx. Title: Managing DirectorChief Executive Officer On behalf of each of the Underwriters Sigma Labs, Investment Banking Inc. -UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants Units to be Purchased Number of Additional Shares Units to be Purchased if the Over-Over- Allotment Option is Fully Exercised 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 20,000,000 10,000,000 3,000,000 1,500,000 Xxxxxx Xxxxx Securities, Inc. 1,410,000 211,500 Total 1,410,000 211,500 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Shares and Preferred Shares (combined): 1,410,000 Number of Firm Warrants: 10,000,000 1,410,000 Number of Option Shares: 3,000,000 211,500 Number of Option Warrants: 1,500,000 211,500 Shares underlying Warrant: One Common Share per Warrant Exercise price of Warrant per full Common Share: $4.00 Public Offering Price per Unit (consisting of one Firm Share (or Preferred Share: ) and a Firm Warrant): $0.34 4.13 Public Offering Price per Firm Option Share: $4.12 Public Offering Price per Option Warrant: $0.01 Firm Warrant Exercise Price: $0.385 Underwriting Discount per Firm Unit: $0.3304 (8% per Unit) Underwriter’s non-accountable expenses allowance: $0.0413 (1% per Unit; no allowance on Option Securities) Underwriting Discount per Option Share: $0.0238 0.3296 (8% per Option Share) Underwriting Discount per Firm Option Warrant: $0.0007 Proceeds to Company 0.0008 (8% per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 Option Warrant) SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx Cola Xxxxxx Xxxxxx Xxxxxx Cola Xxxxxx Xxxxxxxx Xxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 Xxxx Xxxxx X. Xxxxxxxx Xxxx Xxxx EXHIBIT A Form of Lock-Up Representative’s Unit Purchase Option Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.EXHIBIT B

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance compliance, or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance compliance, or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance compliance, or non-fulfillment. [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, HEAT BIOLOGICS, C3IS INC. By: /s/ Jxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxx Name: Jxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS above. AEGIS CAPITAL CORP. By: /s/ Txxxxx X. Xxxxxxx Xxxxxx Xxxx Name: Txxxxx X. Xxxxxxx Xxxxxx Xxxx Title: Managing Director, Investment Banking Chief Executive Officer SCHEDULE 1 Underwriter SCHEDULE OF THE UNDERWRITER Total Number of Firm Shares to be Purchased Units Purchase Price of the Units Underwriters Aegis Capital Corp. 120,000,000 $0.0465 (Common Unit) or $0.0372 (Pre-Funded Unit) Total Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised 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 20,000,000 10,000,000 3,000,000 1,500,000 SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: 20,000,000 • Number of Units containing Firm Warrants: 10,000,000 Shares (“Common Units”) 70,000,000 • Number of Units containing Pre-funded Warrants (“Pre-funded Units”) 50,000,000 Number of Option Shares/Pre-Funded Warrants: 3,000,000 18,000,000 Number of Option C-1 Warrants: 1,500,000 9,000,000 Number of Option C-2 Warrants: 18,000,000 Public Offering Price per Firm ShareCommon Unit: $0.34 $ 0.05 Public Offering Price per Firm Pre-funded Unit: $ 0.04 Exercise Price per Pre-Funded Warrant: $$ 0.01 Firm Exercise Price per Class C-1 Warrant per whole share: $ 0.075 Exercise PricePrice per Class C-2 Warrant per whole share: $0.385 $ 0.085 Underwriting Discount per Firm ShareCommon Unit: $0.0238 $ 0.0035 Underwriting Discount per Firm Pre-funded Unit: $ 0.0028 Purchase Price per Option Share: $ 0.04092 Purchase Price per Option Pre-Funded Warrant: $0.0007 Proceeds to Company $ 0.03162 Public Offering Price per Firm Share (before expenses): $0.3162 Proceeds to Company Option C-1 Warrant: $ 0.01 Purchase Price per Firm Option C-1 Warrant (before expensesper whole share): $$ 0.0093 Public Offering Price per Option C-2 Warrant: $ 0.001 Purchase Price per Option C-2 Warrant (per whole share): $ 0.00093 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. SCHEDULE 2-B C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies Directors and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.Executive Officers

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, HEAT BIOLOGICSRXXXXX PHARMACEUTICALS, INC. By: /s/ Jxxxxxx Xxxx Axxxxx X. Xxxxxx Name: Jxxxxxx Xxxx Axxxxx X. Xxxxxx Title: Chairman, CEO President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS AEGIS CAPITAL CORP. By: /s/ Txxxxx X. Xxxxxxx Dxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Dxxxx Xxxxxx Title: Managing Director, Head of Investment Banking [signature page] rxxxxx pharmaceuticals, 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 is Fully Exercised 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 Aegis Capital Corp. 2,127,660 212,766 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 2,127,660 212,766 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 2,127,660 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 212,766 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 2.35 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.1645 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 2.1855 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx ● Mxxxxxx X. Step ● Axxxxx X. Xxxxxx ● Ixx X. Xxxxxx ● Nxxx Xxxxx ● Mxxxxxx X. Xxxxx ● Pxxx X. Xxxxx ● Gxxxxx X. Xxxxxx ● Exxxx Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 EXHIBIT A Form of Lock-Up Agreement _________[●], 2020 A.G.P./Alliance Global Partners 500 2000 Xxxxx Capital Corp. 800 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 Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat BiologicsRxxxxx Pharmaceuticals, 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 0.001 per share, of the Company (the “Shares”). Capitalized 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 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 used herein 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 otherwise 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 have be equally applicable to any issuer-directed or “friends and family” Shares that the meanings set forth 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 November 30, 2016, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name - Please Print) (Signature) (Name of Signatory, in the case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: EXHIBIT B Form of Press Release RXXXXX PHARMACEUTICALS, INC. [Date] Rxxxxx Pharmaceuticals, 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] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [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, HEAT BIOLOGICSProfessional Diversity Network, INC. Inc. By: /s/ Jxxxxxx Xxxx Xxxxx Xxxxxx Name: Jxxxxxx Xxxx Xxxxx Xxxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS AEGIS CAPITAL CORP. By: /s/ Txxxxx X. Xxxxxxx Xxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Xxxxx Xxxxxx Title: Managing Director, Head of Investment Banking 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 is Fully Exercised 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 Aegis Capital Corp. 1,336,000 250,500 Xxxxxxxx Capital, Inc. . 334,000 0 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 1,670,000 250,500 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 1,670,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 250,500 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 3.00 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.21 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 2.79 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses NoneSee attached. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxxx Xxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxx Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxxxxxx Xxxxxxxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxx Xxxxxxx Xxxx Xxxxx Xxxxx Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 Xxxxx Xxxxxxx Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxxxxx EXHIBIT A Form of Lock-Up Agreement ______Lock-Up Agreement April ___, 2020 A.G.P./Alliance Global Partners 500 2015 Aegis Capital Corp. 000 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 Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat BiologicsProfessional Diversity Network, 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 0.01 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 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, HEAT BIOLOGICS, INC. CEL-SCI Corporation By: /s/ Jxxxxxx Xxxx Geert R. Xxxxxxx Name: Jxxxxxx Xxxx Geert R. Xxxxxxx Title: Chairman, CEO 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: A.G.P./ALLIANCE GLOBAL PARTNERS KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: /s/ Txxxxx X. Xxxxxxx Sxx Xxxxxxxxxx Name: Txxxxx X. Xxxxxxx Sxx Xxxxxxxxxx Title: Managing Director, Investment Banking Supervisory Principal Cel-Sci Corporation – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased bePurchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number Kingswood Capital Markets, division 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 Benchmark Investments, Inc. 500,000 75,000 Aegis Capital Corp. 500,000 75,000 TOTAL 1,000,000 300,000 150,000 Maxim Group LLC 2,000,000 1,000,000 300,000 150,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: 20,000,000 1,000,000 Number of Firm Warrants: 10,000,000 Number of Option Additional Shares: 3,000,000 Number of Option Warrants: 1,500,000 150,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 14.65 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 1.03 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 13.62 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.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, HEAT BIOLOGICSMERIDIAN WASTE SOLUTIONS, INC. By: /s/ Jxxxxxx Xxxx Xxxxxxx Xxxxxx Name: Jxxxxxx Xxxx Xxxxxxx Xxxxxx Title: Chairman, CEO 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: A.G.P./ALLIANCE GLOBAL PARTNERS XXXX CAPITAL PARTNERS, LLC By: /s/ Txxxxx Xxxxx X. Xxxxxxx Xxxxxxxx Name: Txxxxx Xxxxx X. Xxxxxxx Xxxxxxxx Title: Managing DirectorHead of Equity Capital Markets XXXXXX XXXXXX & CO., LLC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Head of Investment Banking Banking/Underwritings SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Number of Firm Warrants to be Purchased Number of Additional Shares Warrants to be Purchased if the Over-Allotment Option is Fully Exercised 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 Xxxx Capital Partners, LLC 950,000 150,000 237,500 37,500 Xxxxxx Xxxxxx & Co., LLC 950,000 150,000 237,500 37,500 Axiom Capital Management, Inc. 100,000 0 25,000 0 TOTAL 2,000,000 1,000,000 300,000 150,000 Maxim Group LLC 2,000,000 1,000,000 300,000 150,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 500,000 75,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 2,000,000 Number of Firm Warrants: 10,000,000 500,000 Number of Option Shares: 3,000,000 300,000 Number of Option Warrants: 1,500,000 75,000 Public Offering Price per Firm Security: $1.75 Purchase Price per Option Warrant: $0.0001 Purchase Price per Option Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 1.6275 Underwriting Discount per Firm ShareSecurity: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.1225 Proceeds to Company per Firm Share Security (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 1.6275 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx ● Xxxxxx Xxxxxxx ● Xxxxxxx Xxxxxx ● Xxxxxx Xxxxx ● Xxxxxxx Xxxxx ● Xxxxxx X. Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 ● Xxxxxxxxxxx Xxxx EXHIBIT A Form of Lock-Up Agreement _________Xxxx Capital Partners, 2020 A.G.P./Alliance Global Partners 500 LLC 000 Xxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxx, XX 00000 And Xxxxxx Xxxxxx & Co., LLC 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Xxxx Capital Partners, as Representative of the several underwriters LLC and Xxxxxx Xxxxxx & Co., LLC (the “RepresentativeRepresentatives”) proposes propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat BiologicsMeridian Waste Solutions, Inc., a Delaware New York 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 0.025 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 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, HEAT BIOLOGICSRUMBLEON, INC. By: /s/ Jxxxxxx Xxxx Xxxxxxxx Xxxxxxxx Name: Jxxxxxx Xxxx Xxxxxxxx Xxxxxxxx Title: Chairman, Chairman 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: A.G.P./ALLIANCE GLOBAL PARTNERS NATIONAL SECURITIES CORPORATION By: /s/ Txxxxx Xxxxxxxx X. Xxxxxxx Xxxx Name: Txxxxx Xxxxxxxx X. Xxxxxxx Xxxx Title: Managing Director, Executive Vice President Head of Investment Banking RUMBLEON, 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 is Fully Exercised 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 20,000,000 10,000,000 3,000,000 1,500,000 SCHEDULE 21-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 2,025,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 6.05 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.42 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 5.63 SCHEDULE 21-B Issuer General Use Free Writing Prospectuses Written Testing-the-Waters Communications None. Sch. 2-B SCHEDULE 3 2 List of Lock-Up Parties Jxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxxx X. Xxxx Jxxx XxxxxxxxHalcyon Consulting, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx XxxxxxxLLC Berrard Holdings Limited Partnership Blue Flame Capital, Ph.D. Exxxxx X. XxxxxLLC SCHEDULE 2.37 Lease Agreement between Columbia Texas Lakeshore II Industrial, III Jxxx K.X. XxxxxxxxxxxLLC and Good Smoke, Ph.D. SchLLC, dated December 10, 2014, and Landlord’s Consent to Sublease Agreement among Columbia Texas Lakeshore II Industrial, LLC, Good Smoke LLC and RumbleOn, Inc. dated April 24, 2018. 3-1 Schedule 2.37 EXHIBIT A Form of Lock-Up Agreement _______July __, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx 2018 National Securities Corporation 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx25th Floor New York, Xxx Xxxx 00000 New York 10281 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters National Securities Corporation (the “RepresentativeUnderwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat BiologicsRumbleOn, Inc., a Delaware Nevada 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 stockClass B Common Stock, par value $0.0002 0.001 per share, of the Company (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, HEAT BIOLOGICS, INC. PetroShare Corp. By: /s/ Jxxxxxx Xxxx s/s Xxxxxxx X. Xxxxx Name: Jxxxxxx Xxxx Xxxxxxx X. Xxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS Noble Financial Capital Markets By: /s/ Txxxxx X. Xxxxxxx Xxxxx Name: Txxxxx X. Xxxxxxx Xxxxx Title: Managing Director, Investment Banking Director PetroShare Corp. – 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 is Fully Exercised 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 20,000,000 10,000,000 3,000,000 1,500,000 SCHEDULE 21-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 4,260,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 1.00 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.10 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 0.90 SCHEDULE 21-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 2 List of Lock-Up Parties Jxxxxxx Xxxx 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 Agreement EXHIBIT B Form of Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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, HEAT BIOLOGICS, INC. Amedica Corporation By: /s/ Jxxxxxx Xxxx Xxxxx Xxxxxxxxx Name: Jxxxxxx Xxxx Xxxxx Xxxxxxxxx Title: Chairman, CEO Chief Legal Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS Xxxxxx Xxxxx Securities, Inc. By: /s/ Txxxxx Xxxxxx X. Xxxxxxx Xxxxxx, Xx. Name: Txxxxx Xxxxxx X. Xxxxxxx Xxxxxx, Xx. Title: Managing Director, Investment Banking CEO On behalf of each of the Underwriters AMEDICA CORPORATION – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants Units to be Purchased Number of Additional Option Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised by the Representative Number of Additional Option Warrants to be Purchased if the Over-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 20,000,000 10,000,000 3,000,000 1,500,000 Xxxxxx Xxxxx Securities, Inc. 11,441,646 1,716,246 1,716,246 Total 11,441,646 1,716,246 1,716,246 SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: 20,000,000 11,441,646 Number of Firm Shares included in the Units: 11,441,646 Number of Firm Warrants included in the Units: 11,441,646 Shares underlying Firm Warrants: 10,000,000 11,441,646 Number of Option Units: 1,716,246 Number of Option Shares: 3,000,000 1,716,246 Number of Option Warrants: 1,500,000 1,716,246 Shares underlying Option Warrants: 1,716,246 Purchase Price per Option Share: $1.0396 (92% of $1.13) Purchase Price per Option Warrant: $0.0092 (92% of $0.01) Public Offering Price per Firm ShareUnit: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 1.14 Underwriting Discount per Firm ShareUnit: $0.0238 0.0912 Underwriting Discount Non-accountable expense allowance per Firm WarrantUnit: $0.0007 0.0114 Proceeds to Company per Firm Share Unit (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 1.0374 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.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 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, HEAT BIOLOGICS, INCSQL TECHNOLOGIES CORP. (D/B/A SKY TECHNOLOGIES) By: /s/ Jxxxxxx Xxxx Jxxx Xxxxx Name: Jxxxxxx Xxxx Jxxx Xxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS THE BENCHMARK COMPANY, LLC By: /s/ Txxxxx Jxxx X. Xxxxxxx Xxxxx III Name: Txxxxx Jxxx X. Xxxxxxx Xxxxx III Title: Senior Managing Director, Investment Banking Director [SIGNATURE PAGE]SQL TECHNOLOGIES CORP. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number of Additional Warrants to be Purchased if the OverThe Benchmark Company, LLC . 1,650,000 247,500 TOTAL 1,650,000 247,500 Sch. 1-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 20,000,000 10,000,000 3,000,000 1,500,000 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 1,650,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 247,500 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 14.00 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.98 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 13.02 Sch. 2-1 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B 2 SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-3 SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. [***] Sch. 3-1 SCHEDULE 4 [***] Sch. 4-1 EXHIBIT A Form of Representative’s Warrant Agreement Ex. A-1 EXHIBIT B Lock-Up Agreement _________[ ], 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx 2022 The Benchmark Company, LLC 100 X. 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below. Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global PartnersThe Benchmark Company, as Representative of the several underwriters LLC (the “Representative”) ), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc.SQL Technologies Corp. (d/b/a Sky Technologies), a Delaware 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”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) of shares of common stock, no par value $0.0002 per share, of the Company (the “SharesCommon Stock”). Capitalized 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 used herein 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 otherwise 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 have be equally applicable to any issuer-directed or “friends and family” Securities that the meanings set forth 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. (D/B/A SKY TECHNOLOGIES) [Date] SQL Technologies Corp. (d/b/a Sky Technologies) (the “Company”) announced today that The Benchmark Company, LLC, acting as representative for the underwriters in the Company’s recent public offering of _______ shares of the Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [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, HEAT BIOLOGICSNEOSTEM, INC. By: /s/ Jxxxxxx Xxxx /s/Xxxxx X. XXxxx, PhD Name: Jxxxxxx Xxxx Xxxxx X. Xxxxx, PhD Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS AEGIS CAPITAL CORP. By: /s/ Txxxxx X. Xxxxxxx Xxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Xxxxx Xxxxxx Title: Managing Director, Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm ofFirm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Underwriters’ Option is Fully Exercised 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 Aegis Capital Corp. 12,500,000 1,875,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 12,500,000 1,875,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 12,500,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 1,875,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 2.00 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.12 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 1.88 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses NoneFree Writing Prospectus filed by the Company with the SEC on May 27, 2015. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.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, HEAT BIOLOGICSESPORTS ENTERTAINMENT GROUP, INC. By: /s/ Jxxxxxx Xxxx Name: Jxxxxxx Xxxx Title: Chairman, CEO Xxxxx Xxxxxxx 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: A.G.P./ALLIANCE GLOBAL PARTNERS MAXIM GROUP LLC By: /s/ Txxxxx Xxxxxxxx X. Xxxxxxx Name: Txxxxx X. Xxxxxxx Title: Xxxxxx Executive Managing Director, Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants Securities to be Purchased Number of Additional Shares Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number of Additional Firm Units Number of Option Shares Number of Option 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 20,000,000 10,000,000 3,000,000 1,500,000 Xxxxxx Xxxxxx & Co., LLC Totals SCHEDULE 2-A 2 Pricing Information Number of Firm SharesUnits: 20,000,000 Number of Firm Warrants: 10,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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 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, HEAT BIOLOGICSCOLLABRX, INC. By: /s/ Jxxxxxx Txxxxx X. Xxxx Name: Jxxxxxx Txxxxx X. Xxxx Title: Chairman, CEO President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS AEGIS CAPITAL CORP. By: /s/ Txxxxx X. Xxxxxxx Dxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Dxxxx Xxxxxx Title: Managing Director, Head of Investment Banking CollabRx, 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 Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number of Additional Warrants to be Purchased if the OverAegis Capital Corp 2,362,205 354,330 Sch. 1-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 20,000,000 10,000,000 3,000,000 1,500,000 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 2,362,205 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 354,330 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 1.27 Underwriting Discount per Firm Share: $0.0238 0.0889 Underwriting Discount Non-accountable expense allowance per Firm WarrantShare: $0.0007 0.0127 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 1.1684 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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, HEAT BIOLOGICSTG THERAPEUTICS, INC. By: /s/ Jxxxxxx Xxxx Xxxxx Name: Jxxxxxx Xxxx Xxxxx Title: Chairman, CEO Chief Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS XXXXXXXXX LLC By: /s/ Txxxxx X. Xxxxxxx Xxxxxx Xxxxx Name: Txxxxx X. Xxxxxxx Xxxxxx Xxxxx Title: Managing DirectorDirector TG Therapeutics, Investment Banking 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 is Fully Exercised 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 Xxxxxxxxx LLC 2,000,000 1,000,000 300,000 150,000 2,564,104 384,616 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 948,718 142,308 Ladenburg Xxxxxxxx & Co. Inc. 948,718 142,308 X.X. Xxxxxxxxxx & Co. 307,692 46,153 Aegis Capital Corp. 205,128 30,769 Xxxx Capital Partners, LLC 128,205 19,230 OPN Capital Markets, Inc. 25,641 3,846 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 5,128,206 769,230 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 5,128,206 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 769,230 Public Offering Price per Firm Shareshare: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 9.75 Underwriting Discount per Firm Shareshare: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 0.585 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxxxxx X. Xxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx Power Xxxxxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxx Xxxxxxx X. Xxxxxxx Xxxx Xxxxxxxxxxx, Ph.D. SchM.D. Xxxx Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxx SCHEDULE 4 None. 3-1 EXHIBIT Exhibit A Form of Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 [Date] Xxxxxxxxx LLC As Representative of the Several Underwriters c/o Jefferies LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and GentlemenRE: The undersigned understands that A.G.P./Alliance Global PartnersTG Therapeutics, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation Inc. (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) Ladies & Gentlemen: The undersigned is an owner of shares of common stock, par value $0.0002 .001 per share, of the Company (the “Shares”)) or of securities convertible into or exchangeable or exercisable for Shares. Capitalized The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLC (“Jefferies”) will act as the representative of the underwriters. The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges that the underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Offering. Annex A sets forth definitions for capitalized terms used herein and in this letter agreement that are not otherwise defined shall have the meanings set forth in the Underwriting Agreement.body of this agreement. Those definitions are a part of this agreement. In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, the undersigned will not (and will cause any Family Member not to), without the prior written consent of Jefferies, which may withhold its consent in its sole discretion: · Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned or such Family Member, · enter into any Swap, · make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or · publicly announce any intention to do any of the foregoing. The foregoing will 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 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, HEAT BIOLOGICSGAIN THERAPEUTICS, INC. By: /s/ Jxxxxxx Xxxx Name: Jxxxxxx Xxxx Title: ChairmanMxxxxxxx Xxxxx Mxxxxxxx Xxxxx, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS NEWBRIDGE SECURITIES CORPORATION By: /s/ Txxxxx Cxxx X. Xxxxxxx Xxxxxxxx Name: Txxxxx Cxxx X. Xxxxxxx Xxxxxxxx Title: Senior Managing Director, Head of Investment Banking and Capital Markets Gain Therapeutics, 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 is Fully Exercised 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 20,000,000 10,000,000 3,000,000 1,500,000 SCHEDULE 21-A Pricing Information Number of Firm Shares: 20,000,000 2,213,044 Number of Firm Warrants: 10,000,000 1,106,522 Number of Option Shares: 3,000,000 331,956 Number of Option Warrants: 1,500,000 165,978 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm two (2) shares and accompanying Warrant: $0.01 Firm Warrant Exercise Price: $0.385 $ 4.01 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm two (2) shares and accompanying Warrant: $0.0007 $ 0.2807 Proceeds to Company per Firm Share two (before expenses): $0.3162 Proceeds to Company per Firm 2) shares and accompanying Warrant (before expenses): $0.0093 $ 3.7293 Gross Proceeds to the Company (before expenses) (without Option Securities exercise): $ 4,437,153.22 Net Proceeds to the Company (before expenses) (without Option Securities exercise): $ 4,126,552.49 SCHEDULE 21-B Issuer General Use Free Writing Prospectuses None. Sch. 21-B B-1 SCHEDULE 3 2 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Mxxxxxxx Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 EXHIBIT A Form of Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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, HEAT BIOLOGICSHXXXXXX JXXXX LABORATORIES, INC. By: /s/ Jxxxxxx Xxxx Rxxxxx Xxxxxx Name: Jxxxxxx Xxxx Rxxxxx Xxxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS NETWORK 1 FINANCIAL SECURITIES, INC. By: /s/ Txxxxx X. Xxxxxxx Name: Txxxxx X. Xxxxxxx Title: Dxxxx Xxxxxxxxxx Dxxxx Xxxxxxxxxx Managing DirectorDirector [SIGNATURE PAGE] HXXXXXX JXXXX LABORATORIES, Investment Banking INC. UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased Total Maximum Number of Firm Warrants Option Units to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised 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 Network 1 Financial Securities, Inc. 900,000 135,000 The Benchmark Company, LLC 2,000,000 1,000,000 300,000 150,000 600,000 90,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 225,000 SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: 20,000,000 Number of Firm Warrants: 10,000,000 1,500,000 Number of Option SharesUnits: 3,000,000 Number of Option Warrants: 1,500,000 225,000 Public Offering Price per Firm ShareUnit: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 5.00 Underwriting Discount per Firm ShareUnit: $0.0238 0.45 Underwriting Discount Non-accountable expense allowance per Firm WarrantUnit: $0.0007 0.05 Proceeds to Company per Firm Share Unit (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 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-B , 2018 Free Writing Prospectus, dated March 12, 2018 Free Writing Prospectus, dated April 24, 2018 SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Rxxxxx X. Xxxxxx Wxxxxxx X. Xxxxxx Bxxxxxxx Xxxxxxxxxxx, M.D. Mxxx X. Xxxxxxxx, Ph.D. Wxxxxxx M.D. Sxxxx Xxxxxxx Rxxxxx X. Xxxxxxxxx Jxxx XxxxxxxXxxxxxxx Rxxxxx X. Xxxxx Sxxxxx Xxxxxxxx Biodyne Holding, Ph.D. Exxxxx X. XxxxxS.X. Xxxxxxxx Ventures Ltd. SCHEDULE 4 Subsidiaries Hxxxxxx Jxxxx Laboratories Vascular, III Jxxx K.X. XxxxxxxxxxxInc., Ph.D. Sch. 3-1 a Delaware corporation EXHIBIT A Form of Lock-Up 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) [__________] OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, 2020 A.G.P./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 OR (the “Representative”II) 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”A BONA FIDE OFFICER OR PARTNER OF [__________] OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). Capitalized terms used herein and not otherwise defined shall have THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO ____________1. VOID AFTER 5:00 P.M., EASTERN TIME, ____________2. COMMON STOCK PURCHASE WARRANT For the meanings set forth in the Underwriting AgreementPurchase of ___________ Shares of Common Stock of HXXXXXX JXXXX LABORATORIES, 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, HEAT BIOLOGICScbdMD, INC. By: /s/ Jxxxxxx Xxxx /S/ MXXXXX X XXXXXXXXXX Name: Jxxxxxx Xxxx Mxxxxx X. Xxxxxxxxxx Title: Chairman, CEO 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: A.G.P./ALLIANCE GLOBAL PARTNERS THINKEQUITY, A Division of Fordham Financial Management, Inc. By: /s/ Txxxxx X. Xxxxxxx EXXX XXXX Name: Txxxxx X. Xxxxxxx Exxx Xxxx Title: Managing Director, Head of Investment Banking cbdMD, 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 Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number ThinkEquity, a division 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 Fordham Financial Management, Inc. 1,913,100 286,900 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 1,913,000 286,900 42 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 1,913,100 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 286,900 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 7.50 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.54375 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 6.95625 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B Free Writing Prospectus filed with the SEC on June 24, 2021 SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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, HEAT BIOLOGICSFAT Brands, INC. Inc. By: /s/ Jxxxxxx Xxxx /s/Axxxxx Xxxxxxxxxx Name: Jxxxxxx Xxxx Axxxxx Xxxxxxxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS THINKEQUITY LLC By: /s/ Txxxxx X. Xxxxxxx Exxx Xxxx Name: Txxxxx X. Xxxxxxx Exxx Xxxx Title: Managing Director, Head of Investment Banking 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 is Fully Exercised 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 ThinkEquity LLC 1,000,000 300,000 150,000 Maxim Group LLC 2,000,000 TOTAL 1,000,000 300,000 150,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 Schedule 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 1,000,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 18.00 Underwriting Discount per Share (with respect to the first $16,000,000 of Firm Share: Shares): $0.0238 1.35 Underwriting Discount per Fees (for the remaining $2,000,000 of Firm Warrant: Shares): $0.0007 10,000 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 16,790,000 Schedule 2-A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. Schedule 2-B SCHEDULE 3 List of Lock2-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. SchC Written Testing-the-Waters Communications None. 3Schedule 2-1 C EXHIBIT A Form of Lock-Up Agreement _________October [●], 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx 2021 ThinkEquity LLC 10 Xxxxx Xxxxxx, 00xx Xxxxx Xx Xxx Xxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters ThinkEquity LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, FAT Brands 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 stock8.25% Series B Cumulative Preferred Stock, par value $0.0002 0.0001 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, HEAT BIOLOGICScbdMD, INC. By: /s/ Jxxxxxx Xxxx Mxxxxx X. Xxxxxxxxxx Name: Jxxxxxx Xxxx Mxxxxx X. Xxxxxxxxxx Title: Chairman, CEO 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: A.G.P./ALLIANCE GLOBAL PARTNERS THINKEQUITY, A Division of Fordham Financial Management, Inc. By: /s/ Txxxxx X. Xxxxxxx Exxx Xxxx Name: Txxxxx X. Xxxxxxx Exxx Xxxx Title: Managing Director, Head of Investment Banking cbdMD, 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 Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number ThinkEquity, a division 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 Fordham Financial Management, Inc. 1,566,667 300,000 The Benchmark Company LLC 300,000 0 Cxxxxx Xxxxx Investments 133,333 0 TOTAL 2,000,000 1,000,000 300,000 150,000 Maxim Group LLC 2,000,000 1,000,000 300,000 150,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 41 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 2,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 300,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 7.50 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.543750 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 6.956250 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. Free Writing Prospectus filed with the SEC on December 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.SCHEDULE 3

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, HEAT BIOLOGICS, INCTONIX PHARMACEUTICALS HOLDING CORP. By: /s/ Jxxxxxx Xxxx SXXX XXXXXXXX Name: Jxxxxxx Xxxx Sxxx Xxxxxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS AEGIS CAPITAL CORP. By: /s/ Txxxxx X. Xxxxxxx DXXXX XXXXXX Name: Txxxxx X. Xxxxxxx Dxxxx Xxxxxx Title: Managing Director, Head of Investment Banking [Signature Page] Tonix – 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-Over- Allotment Option is Fully Exercised 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 Aegis Capital Corp. 1,620,000 243,000 Dxxxxx Xxxxx Securities, Inc. 180,000 27,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 1,800,000 270,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 1,800,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 270,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 4.45 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.3115 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 4.1385 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Sxxx Xxxxxxxx Gxxxxxx X. Xxxxxxxx Bxxxxxx Xxxxxxx Sxxxxx Xxxxxxxx Pxxxxxx X. Xxxxx Dxxxxx X. Xxxxxx Exxxxx Xxxxx Cxxxxxx X. Xxxxxx Jxxx Xxxxxx Sxxxxx Xxxx 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 C Form of LockPress Release [COMPANY] [Date] [COMPANY] (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] [releasing] a lock-Up Agreement 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 _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx20___, 00xx Xxxxx Xxx Xxxxand 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, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partnerssuch 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 Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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 Agreementamended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, HEAT BIOLOGICS, 1847 XXXXXXXX INC. By: /s/ Jxxxxxx Xxxx Xxxxxxx X. Xxxxx Name: Jxxxxxx Xxxx Xxxxxxx X. Xxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Txxxxx X. Xxxxxxx Xxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Xxxxx Xxxxxx Title: Managing Director, Investment Banking Head of Equity Syndicate 1847 XXXXXXXX INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Total Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Total Number of Additional Option 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 ThinkEquity, a division of Fordham Financial Management, Inc. 91,111,111 91,111,111 2,000,000 1,000,000 300,000 150,000 Maxim Group LLC 2,000,000 1,000,000 300,000 150,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 91,111,111 91,111,111 2,000,000 2,000,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 91,111,111 Number of Firm Warrants: 10,000,000 Warrants 91,111,111 Number of Option Shares: 3,000,000 2,000,000 Number of Option Warrants: 1,500,000 2,000,000 Purchase Price per Option Share: $2.0832 Purchase Price per Option Warrant: $0.0093 Public Offering Price per Firm ShareSecurity: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 2.25 Underwriting Discount per Firm ShareSecurity: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.1575 Proceeds to Company per Firm Share Security (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 2.0925 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx Xxxxxxx Xxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 Xxxxxxx Xxxxxx Xxxxxxx Xxxx Xxxx The 2020 Xxxxxx Xxxxxxx Trust The 2020 Xxxx Xxxxxxx Trust EXHIBIT A Form of B Lock-Up Agreement _________[●], 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx 2021 ThinkEquity A Division of Fordham Financial Management, Inc. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global PartnersThinkEquity, as Representative a Division of the several underwriters Fordham Financial Management, Inc. (the “Representative”) ), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, 1847 Xxxxxxxx Inc., a Delaware corporation (the “Company”), providing for the a 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 0.0001 per share, share (the “Common Stock”) and warrant to purchase shares of Common Stock of the Company (the “SharesSecurities”). Capitalized terms used herein 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 otherwise 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 have not involve a disposition for value, (ii) each transferee shall sign and deliver to the meanings set forth 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 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, HEAT BIOLOGICSFG FINANCIAL GROUP, INC. By: /s/ Jxxxxxx Xxxx Hxxxxx X. Xxxxx Name: Jxxxxxx Xxxx Hxxxxx X. Xxxxx Title: Chairman, CEO CFO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS THINKEQUITY LLC By: /s/ Txxxxx X. Xxxxxxx Kxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Kxxxx Xxxxxx Title: Managing Director, Investment Banking Head of Equity Syndicate FG Financial Group, 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 Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number of Additional Warrants to be Purchased if the OverThinkEquity LLC 2,750,000 412,500 TOTAL 2,750,000 412,500 Sch. 1-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 20,000,000 10,000,000 3,000,000 1,500,000 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 2,750,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 412,500 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 1.58 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.1106 Proceeds to Company per Firm Share (after the underwriting discount and before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 1.4694 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B Free Writing Prospectus filed with the SEC on June 8, 2022 SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.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 compliance, or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed 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 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, HEAT BIOLOGICS, NATURE’S MIRACLE HOLDING INC. By: /s/ Jxxxxxx Xxxx Tie (Xxxxx) Xx Name: Jxxxxxx Xxxx Tie (Xxxxx) Xx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto,: A.G.P./ALLIANCE GLOBAL PARTNERS XX XXXXXX LLC By: /s/ Txxxxx X. Xxxxxxx Xxxxxx Xxxxx Name: Txxxxx X. Xxxxxxx Xxxxxx Xxxxx Title: Managing Director, Investment Banking Director SCHEDULE 1 Underwriter Total Pricing Information 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 is Fully Exercised 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 20,000,000 10,000,000 3,000,000 1,500,000 SCHEDULE 2-A Pricing Information Units: 5,000,000 Number of Firm Shares: 20,000,000 5,000,000 Number of Firm Warrants underlying the Units: 5,000,000 Number of Pre-Funded Units: 0 Number of Firm Pre-Funded Warrants: 10,000,000 0 Number of Firm Warrants underlying the Pre-Fund Units 0 Number of Option Shares: 3,000,000 750,000 Number of Option Warrants: 1,500,000 750,000 Number of Option Pre-Funded Warrants: 0 Public Offering Price per Unit with Firm Shares: $ 0.24 Public Offering Price per Firm Share: $0.34 $ 0.23 Public Offering Price per Firm Warrant (underlying Firm Units or Firm Pre-Funded Units): $ 0.01 Public Offering Price per Pre-Funded Unit: $ N/A Public Offering Price per Firm Pre-Funded Warrant: $$ N/A Public Offering Price per Option Share: $ N/A Public Offering Price per Option Warrant: $ 0.01 Firm Warrant Exercise Price: $0.385 Underwriting Discount per Unit with Firm ShareShares: $0.0238 $ 0.0168 Underwriting Discount per Firm Pre-Funded Unit: $ N/A Underwriting Discount per Option Share: $ 0.0168 Underwriting Discount per Option Warrant: $$ 0.0007 Proceeds to Company per Unit with Firm Shares (before expenses): $ 0.2232 Proceeds to Company per Pre-Funded Unit (before expenses): $ N/A Proceeds to Company per Option Share (before expenses): $0.3162 $ N/A Proceeds to Company per Firm Option Warrant (before expenses): $$ 0.0093 SCHEDULE 2-B 2 Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.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, HEAT BIOLOGICS, INC. By: /s/ Jxxxxxx Xxxxxxx Xxxx Name: Jxxxxxx Xxxxxxx Xxxx Title: Chairman, CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS AEGIS CAPITAL CORP. By: /s/ Txxxxx X. Xxxxxxx Xxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Xxxxx Xxxxxx Title: Managing Director, Head of Investment Banking HEAT BIOLOGICS, 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 is Fully Exercised by the Representative Number of Additional Warrants to be Purchased if the OverAegis Capital Corp. 984,000 147,600 X.X. Xxxxxxxxxx & Co., LLC 656,000 98,400 TOTAL 1,640,000 246,000 Sch. 1-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 20,000,000 10,000,000 3,000,000 1,500,000 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 1,640,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 246,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 6.50 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.455 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): 6.045 Underwriting Non-accountable expense allowance: $0.0093 100,000 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B 1 SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxxxxx Xxxx Jxxx XxxxxxxxXxxx Xxxxxx, M.D. Xxxxx Xxxx Xxxxxxx Xxxxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxxx Xxxxx Xxxx Xxxxx, III Jxxx K.X. XxxxxxxxxxxPh.D. Xxxxxxx Xxxxx, Ph.X. Xxxxxx Xxxxxxxxx, M.D., 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 _________March [•], 2020 A.G.P./Alliance Global Partners 500 0000 Xxxxx Capital Corp. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global PartnersAegis Capital Corp., as Representative of the several underwriters (the “Representative”) ), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 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 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, HEAT BIOLOGICS, MDC ACQUISITION PARTNERS INC. By: /s/ Jxxxxxx Xxxx Name: Jxxxxxx Xxxx Title: Chairman, CEO Confirmed as of Accepted on the date first above written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS WEDBUSH XXXXXX SECURITIES INC. By: /s/ Txxxxx X. Xxxxxxx Name: Txxxxx X. Xxxxxxx Title: Managing Director, Investment Banking 26 SCHEDULE 1 I MDC Acquisition Partners Inc. 10,000,000 Units Underwriter Total Number of Firm Shares Units to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised 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 Wedbush Xxxxxx Securities Inc. [ ] ThinkEquity 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 LLC [ ] Maxim Group LLC 2,000,000 1,000,000 300,000 150,000 TOTAL 20,000,000 [ ] Schedule 2.18.4 [List all Company directors, officers and beneficial owners of Company stock that have NASD affiliations] QuickLinks Exhibit 1.1 UNDERWRITING AGREEMENT between MDC ACQUISITION PARTNERS INC. and WEDBUSH XXXXXX SECURITIES INC. Dated: , 2005 MDC ACQUISITION PARTNERS INC. UNDERWRITING AGREEMENT SCHEDULE I MDC Acquisition Partners Inc. 10,000,000 3,000,000 1,500,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.Units

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, HEAT BIOLOGICSCERES, INC. By: /s/ Jxxxxxx Xxxx Rxxxxxx Xxxxxxxx Name: Jxxxxxx Xxxx Rxxxxxx Xxxxxxxx Title: Chairman, CEO President & Chief Executive Officer By: /s/ Pxxx Xxx Name: Pxxx Xxx Title: Chief Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS AEGIS CAPITAL CORP. By: /s/ Txxxxx X. Xxxxxxx Dxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Dxxxx Xxxxxx Title: Managing Director, Head of Investment Banking [Signature Page] Ceres, 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 is Fully Exercised 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 Aegis Capital Corp. 20,000.000 3,000,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 Public Offering Price per Firm Share: $0.34 Public Offering Price 1.00 Proceeds paid by affiliates of the Company: $4,000,000 Underwriting Discount per Firm WarrantShare: $0.0555 Underwriting Non-accountable expense allowance per Share: $0.01 Firm Warrant Exercise Price: $0.385 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share (before accountable expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 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-B 1 SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx Rxxxxxx Xxxxxxxx Pxxx Xxx Wxxxxxxxx van Assche Rxxxx Xxxxxxx Wxxxxx De Logi Txxxxx Xxxxx Cxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Xxxxxx Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 Xxxxxxx EXHIBIT A Form of Lock-Up Representative’s Warrant Agreement _________THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx XxxxxxAGREES THAT IT WILL NOT SELL, 00xx Xxxxx Xxx XxxxTRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global PartnersTRANSFER, as Representative ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE 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 MARCH 4, 2015 AND IS VOID AFTER 5:00 P.M., EASTERN TIME, MARCH 4, 2019. COMMON STOCK PURCHASE WARRANT For the Purchase of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics480,000 Shares of Common Stock of Ceres, 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, HEAT BIOLOGICSBRIDGELINE DIGITAL, INC. By: /s/ Jxxxxxx Rxxxx Xxxx Name: Jxxxxxx Rxxxx Xxxx Title: Chairman, CEO President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS THINKEQUITY, A Division of Fordham Financial Management, Inc. By: /s/ Txxxxx X. Xxxxxxx Exxx Xxxx Name: Txxxxx X. Xxxxxxx Exxx Xxxx Title: Managing Director, Investment Head of Investmeent Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Class A Units Number of Firm Warrants to be Purchased Class B Units Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number of Additional Option 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 ThinkEquity, a division of Fordham Financial Management, Inc. 1,424,000 4,288 1,500,000 1,500,000 TOTAL 20,000,000 10,000,000 3,000,000 1,424,000 4,288 1,500,000 1,500,000 SCHEDULE 2-A Pricing Information Number of Firm SharesClass A Units: 20,000,000 1,424,000 Number of Firm WarrantsClass B Units: 10,000,000 4,288 Number of Option Shares: 3,000,000 1,500,000 Number of Option Warrants: 1,500,000 Public Offering Price per Firm ShareClass A Unit: $0.34 0.50 Public Offering Price per Firm WarrantClass B Unit: $0.01 Firm 1,000.00 Warrant Exercise Price: $0.385 0.50 Underwriting Discount per Firm Class A Unit: $0.035 Underwriting Discount per Class B Unit: $70.00 Underwriting Discount per Option Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 0.035 Proceeds to Company per Firm 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): $0.3162 0.465 Proceeds to Company per Firm Option Warrant (before expenses): $0.0093 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-B Free writing prospectus filed with the SEC on October 9, 2018 SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Rxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Cxxxxx Xxxxx Mxxxxxx Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 EXHIBIT A Form of Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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, HEAT BIOLOGICS, INCOMNIQ CORP. By: /s/ Jxxxxxx Xxxx Sxxx Xxxxxxxxxx Name: Jxxxxxx Xxxx Sxxx Xxxxxxxxxx Title: Chairman, CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS THINKEQUITY LLC By: /s/ Txxxxx X. Xxxxxxx Kxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Kxxxx Xxxxxx Title: Managing Director, Investment Banking Head of 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 Additional Option Shares to be Purchased if the Overand/or Option Pre-Allotment Option is Fully Exercised by the Representative Number of Additional Funded 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 ThinkEquity LLC 2,000,000 1,000,000 300,000 150,000 2,775,000 225,000 450,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 2,775,000 225,000 450,000 Sch. 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 2,775,000 Number of Firm Pre-Funded Warrants: 10,000,000 225,000 Number of Option Shares: 3,000,000 Number of Shares and/or Option Pre-Funded Warrants: 1,500,000 450,000 Public Offering Price per Firm Share: $0.34 1.00 Public Offering Price per Firm Pre-Funded Warrant: $0.999 Underwriting Discount per Share: $0.07 Underwriting Discount per Pre-Funded Warrant: $0.07 Underwriting non-accountable expense allowance per Share: $0.01 Underwriting non-accountable expense allowance per Pre-Funded Warrant: $0.01 Firm Warrant Exercise Price: $0.385 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share (before expenses): $0.3162 0.93 Proceeds to Company per Firm Pre-Funded Warrant (before expenses): $0.0093 0.929 Sch. 2-A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Sxxx Xxxxxxxxxx Yxxxx Xxxxxx Nxxx Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Ixxxxx Xxxxx Gxx Xxxxxxxx Cxxxxx Xxxxxxxxxx Sch. 3-1 3 EXHIBIT A Form of LockPRE-Up Agreement FUNDED COMMON STOCK PURCHASE WARRANT OMNIQ Corp. Warrant Shares: _______ Issue Date: [_], 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________, 2020 A.G.P./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 ____ or its assigns (the “RepresentativeHolder”) proposes is entitled, upon the terms and subject to enter into an Underwriting Agreement 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 “Underwriting AgreementTermination Date”) with Heat Biologicsbut not thereafter, Inc.to subscribe for and purchase from OMNIQ Corp., a Delaware corporation (the “Company”), providing for the public offering up to ______ shares of Common Stock (as subject to adjustment hereunder, 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 “Warrant Shares”). Capitalized terms used herein and not otherwise The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined shall have the meanings set forth in the Underwriting AgreementSection 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, HEAT BIOLOGICSALFI, INC. By: /s/ Jxxxxxx Xxxx Xxxxxxx Name: Jxxxxxx Xxxx Xxxxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: /s/ Txxxxx X. Xxxxxxx Xxx Xxxxxxxxxx Name: Txxxxx X. Xxxxxxx Xxx Xxxxxxxxxx Title: Managing DirectorSupervisory Principal ALFI, Investment Banking INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of and Accompanying Firm Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment and Accompanying Option is Fully Exercised 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 Kingswood Capital Markets, division of Benchmark Investments, Inc. 3,003,417 186,567 Revere 481,927 - WestPark 246,000 - TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 3,731,344 186,657 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 3,731,344 Number of Firm Warrants: 10,000,000 3,731,344 Number of Option Shares: 3,000,000 559,701 Number of Option Warrants: 1,500,000 559,701 Public Offering Price per Firm Share: $0.34 4.02 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price0.13 Public Offering Price per Option Share: $0.385 4.02 Public Offering Price per Option Warrant: $0.13 Underwriting Discount per Firm Share: $0.0238 0.3216 Underwriting Discount per Firm Warrant: $0.0007 0.0104 Underwriting Discount per Option Share: $0.3216 Underwriting Discount per Option Warrant: $0.0104 Proceeds to Company per Firm Share (before expenses): $0.3162 3.6984 Proceeds to Company per Firm Warrant (before expenses): $0.0093 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: $0.0402 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.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, HEAT BIOLOGICSRXXXXX PHARMACEUTICALS, INC. By: /s/ Jxxxxxx Xxxx Axxxxx X. Xxxxxx Name: Jxxxxxx Xxxx Axxxxx X. Xxxxxx Title: Chairman, CEO 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: A.G.P./ALLIANCE GLOBAL PARTNERS AEGIS CAPITAL CORP. By: /s/ Txxxxx X. Xxxxxxx Dxxxx Xxxxxx Name: Txxxxx X. Xxxxxxx Dxxxx Xxxxxx Title: Managing Director, Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Class A Units Number of Firm Warrants to be Purchased Class B Units Aegis Capital Corp. 34,550,000 9,180 Number of Additional Overallotment Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number of Additional Overallotment 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 20,000,000 10,000,000 3,000,000 1,500,000 8,625,000 8,625,000 SCHEDULE 2-A Pricing Information Number of Firm SharesClass A Units: 20,000,000 34,550,000 Number of Firm WarrantsClass B Units: 10,000,000 9,180 Number of Option Shares: 3,000,000 8,625,000 Number of Option Warrants: 1,500,000 8,625,000 Public Offering Price per Firm ShareClass A Unit: $0.34 0.40 Underwriting Discount per Class A Unit: $0.028 Public Offering Price per Firm WarrantClass B Unit: $0.01 Firm Warrant Exercise Price: $0.385 1,000.00 Underwriting Discount per Firm ShareClass B Unit: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 70.00 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx 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 Lock-Up Agreement _________, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.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, HEAT BIOLOGICSKUBIENT, INC. By: /s/ Jxxxxxx Xxxx Pxxx Xxxxxxx Name: Jxxxxxx Xxxx Pxxx Xxxxxxx Title: Chairman, CEO 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: A.G.P./ALLIANCE GLOBAL PARTNERS MAXIM GROUP LLC By: /s/ Txxxxx Cxxxxxxx X. Xxxxxxx Name: Txxxxx Xxxxxx Cxxxxxxx X. Xxxxxxx Title: Xxxxxx Executive Managing Director, Investment Banking JXXXXX XXXXXX & CO. LLC By: /s/ Sxxxxxx X. Xxxxx Sxxxxxx X. Xxxxx President SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised 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 N/A Maxim Group Group, LLC 2,000,000 1,000,000 300,000 150,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 1,764,706 264,706 Jxxxxx Xxxxxx & Co. LLC 1,764,705 264,705 Totals SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 3,529,411 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 529,411 Public Offering Price per Firm Share: $0.34 5.10 Public Offering Price per Firm WarrantOption Share: $0.01 Firm Warrant Exercise Price: $0.385 5.10 Underwriting Discount per Firm Share: $0.0238 .3315 Underwriting Discount per Firm WarrantShare: $0.0007 .3315 Proceeds to Company per Firm Share (before expensesexpenses and credit): $0.3162 4.7685 Proceeds to Company per Firm Warrant Option Share (before expensesexpenses and credit): $0.0093 4.7685 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. None SCHEDULE 2-B C Written Testing-the-Waters Communications None SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Officers: Jxxxxx Xxxxx Pxxx Xxxxxxx Cxxxxxxxxxx Xxxxxxx Pxxxx Xxxxxxxx Cxxxxxxxxxx Xxxxxxx Directors: Pxxxx Xxxxxxx Xxxxxx, Xx. Gxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx Exxxxxxxx XxXxxxx Jxxxxx Xxx Cxxxxxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 “Txxx” Sxxxx EXHIBIT A Form of Representative’s Warrant Agreement Reference is made to Exhibit 4.2 to the Registration Statement on Form S-1 (File Number 333-251531) of the Company, which is incorporated by reference. Exhibit A EXHIBIT B Form of Lock-Up Agreement _______Lock-Up Agreement December __, 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx Maxim Group LLC The Chrysler Building 400 Xxxxxxxxx Xxx Xxx Xxxx, XX 00000 -and- Jxxxxx Xxxxxx & Co., LLC 30 Xxxxx Xxxxxx, 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 understands that A.G.P./Alliance Global Partnersis an owner of shares of common stock, as Representative of the several underwriters par value $0.00001 per share (the “RepresentativeCommon Shares”), of Kubient, Inc., a Delaware corporation (the “Company”) proposes 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 (collectively the “Representatives”), propose 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”) of Common Shares. To induce the Representative to continue its efforts in connection with the Public Offering, and in consideration of the good and valuable consideration received by the several Underwriters named 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 (the “Lock-Up Period”), (1) offer 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 Schedule 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. 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 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. 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 “Underwriters”provisions thereof which survive termination) of shares of common stock, par value $0.0002 per share, 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 “SharesCompany”). Capitalized terms used herein and not otherwise defined shall have ) announced today that Jxxxxx Xxxxxx & Co., LLC, acting as representative for the meanings set forth underwriters in the Underwriting AgreementCompany’s recent public offering of common stock of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-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, HEAT BIOLOGICS, THE ALKALINE WATER COMPANY INC. By: /s/ Jxxxxxx Xxxx Xxxxxxx Xxxxxx Name: Jxxxxxx Xxxx Xxxxxxx Xxxxxx Title: Chairman, CEO 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 heretoabove: A.G.P./ALLIANCE GLOBAL PARTNERS AEGIS CAPITAL CORP. By: /s/ Txxxxx Xxxxxx X. Xxxxxxx Xxxx Name: Txxxxx Xxxxxx X. Xxxxxxx Xxxx Title: Managing Director, Investment Banking Chief Executive Officer Underwriter 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 is Fully Exercised by the Representative Aegis Capital Corp. 8,333,334 1,250,000 Number of Firm Shares: 8,333,334 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 20,000,000 10,000,000 3,000,000 1,500,000 Shares: 1,250,000 Public Offering Price per Share: $0.60 Underwriting Discount per Share: $0.048 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 Number of Firm Warrants: 10,000,000 Number of Option Shares: 3,000,000 Number of Option Warrants: 1,500,000 Public Offering Price per Firm Share: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 Underwriting Discount per Firm Share: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B None Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Xxxxxx SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3List of officers and directors executing lock-1 up agreements EXHIBIT A Form of Lock-Up Agreement _________, 2020 A.G.P./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 EXHIBIT B Form of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 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.Press Release EXHIBIT C

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, HEAT BIOLOGICS, FAT BRANDS INC. By: /s/ Jxxxxxx Xxxx Axxxxx Xxxxxxxxxx Name: Jxxxxxx Xxxx Axxxxx Xxxxxxxxxx Title: Chairman, CEO Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Txxxxx X. Xxxxxxx Exxx Xxxx Name: Txxxxx X. Xxxxxxx Exxx Xxxx Title: Managing Director, Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Optional Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised by the Representative Number of Additional Optional 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 ThinkEquity, a division of Fordham Financial Management, Inc. 360,000 1,800,000 54,000 270,000 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 360,000 1,800,000 54,000 270,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 360,000 Number of Firm Warrants: 10,000,000 1,800,000 Number of Option Shares: 3,000,000 54,000 Number of Option Warrants: 1,500,000 270,000 Public Offering Price per Firm Shareone Share and five Warrants: $0.34 Public Offering Price per Firm Warrant: $0.01 Firm Warrant Exercise Price: $0.385 25 Underwriting Discount per Firm Shareone Share and five Warrants: $0.0238 Underwriting Discount per Firm Warrant: $0.0007 2 Proceeds to Company per Firm one Share and five Warrants (before expenses): $0.3162 Proceeds to Company per Firm Warrant (before expenses): $0.0093 23 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus filed with the Securities and Exchange Commission on June 25, 2020. Free Writing Prospectus filed with the Securities and Exchange Commission on July 13, 2020. SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Wxxxxxx X. Fog Cutter Capital Group Inc. Rxxxxxx Xxxxxxxxxx Rxx Xxx Gxxxx Xxxxxxxxx Jxxx Xxxxxxx, Ph.D. Sxxxxx Jxxxxx Dxxxxx Xxxxxxxxx Axxxxx Xxxxxxxxxx Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 Xxxxx Jxxxx Xxxxxxxxx EXHIBIT A A.1 Form of Lock-Up Representative’s Warrant Agreement (8.25% Series B Cumulative Preferred Stock) THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF THREE HUNDRED AND SIXTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 360 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 2020 A.G.P./Alliance Global Partners 500 Xxxxxxx XxxxxxEASTERN TIME, 00xx Xxxxx Xxx Xxxx[___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE 8.25% SERIES B CUMULATIVE PREFERRED STOCK FAT BRANDS INC. Warrant Securities: _______ 8.25% Series B Cumulative Preferred Stock Initial Exercise Date: ______, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters 2021 THIS WARRANT TO PURCHASE 8.25% SERIES B CUMULATIVE PREFERRED STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, _____________ or its assigns (the “Underwriting AgreementHolder”) 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 Heat BiologicsFINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from FAT Brands Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 up to the Underwriting Agreement (the “Underwriters”) of ______ shares of common stock8.25% Series B Cumulative Preferred Stock, par value $0.0002 0.0001 per share, of the Company (the share(the “SharesWarrant Securities”), as subject to adjustment hereunder. Capitalized terms used herein and not otherwise The purchase price of one share of Series B Preferred under this Warrant shall be equal to the Exercise Price, as defined shall have the meanings set forth in the Underwriting AgreementSection 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, HEAT BIOLOGICSSEELOS THERAPEUTICS, INC. By: /s/ Jxxxxxx Xxxx Rxx Xxxxx, Ph.D. Name: Jxxxxxx Xxxx Rxx Xxxxx, Ph.D. Title: Chairman, CEO President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL TITAN PARTNERS GROUP LLC, A DIVISION OF AMERICAN CAPITAL PARTNERS, LLC By: /s/ Txxxxx X. Xxxxxxx Sxxxxx Xxxxxxxx Name: Txxxxx X. Xxxxxxx Sxxxxx Xxxxxxxx Title: Managing Director, Investment Banking Authorized Representative SCHEDULE 1 Underwriter Total Underwriter(s) Number of Firm Shares to be Purchased Total Number of Firm Pre- funded Warrants to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number of Additional Common Warrants to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative A.G.P./Alliance Global Titan 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 Group, LLC 2,000,000 1,000,000 300,000 150,000 1,781,934 2,422,612 4,204,546 TOTAL 20,000,000 10,000,000 3,000,000 1,500,000 1,781,934 2,422,612 4,204,546 SCHEDULE 2-A Pricing Information Number of Firm Shares: 20,000,000 1,781,934 Number of Firm Pre-funded Warrants: 10,000,000 2,422,612 Number of Option Shares: 3,000,000 Number of Option Common Warrants: 1,500,000 4,204,546 Public Offering Price per Firm ShareShare and accompanying Common Warrant: $0.34 1.32 Public Offering Price per Firm Pre-funded Warrant and accompanying Common Warrant: $0.01 Firm Warrant Exercise Price: $0.385 1.319 Underwriting Discount per Firm ShareShare and accompanying Common Warrant: $0.0238 0.0924 Underwriting Discount per Firm Pre-funded Warrant and accompanying Common Warrant: $0.0007 0.0923 Proceeds to Company per Firm Share (before expenses): $0.3162 Proceeds to Company per Firm and accompanying Common Warrant (before expenses): $0.0093 2,352,153 Proceeds to Company per Pre-funded Warrant and accompanying Common Warrant (before expenses): $3,195,425 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-C SCHEDULE 3 List of Lock-Up Parties Jxxxxxx Xxxx Jxxx XxxxxxxxName Position Rxx Xxxxx, Ph.D. Wxxxxxx X. Xxxxxxxxx Jxxx XxxxxxxChief Executive Officer, Chairman of the Board Mxxxxxx Xxxxxxxxxxxx Chief Financial Officer Mxxxxxxx Xxxxxxxxxx Member of the Board of Directors Bxxxx Xxxx, Ph.D. Exxxxx Member of the Board of Directors Dxxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Sch. 3-1 X’Xxxxxx Member of the Board of Directors Rxxxxxx Xxxxxx Member of the Board of Directors EXHIBIT A C Form of Lock-Up Agreement _________November 28, 2020 A.G.P./Alliance Global 2023 Titan Partners 500 Xxxxxxx Group, LLC, a division of American Capital Partners, LLC 4 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx XxxxXxxxx, Xxx Xxxx 00000 New York, NY 10007 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Titan Partners Group LLC, a division of American Capital Partners, as Representative of the several underwriters LLC (the “Representative”) ), as representative of the several underwriters named therein (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat BiologicsSeelos Therapeutics, Inc., a Delaware corporation formed under the laws of the State of Nevada (the “Company”), providing for the proposed 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 0.001 per share, of the Company (the “Shares”). Capitalized terms used herein 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 that is the earlier of (a) forty-five (45) days after the date of this Agreement or (b) the date on which the closing price of the Company’s Common Stock on the Exchange is at or above 300% of the public offering price per Firm Share (subject to adjustments for stock dividends, stock splits, reverse stock splits, recapitalizations, reorganizations or similar transactions after the date of this Agreement) (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 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 such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift or gifts; (c) transfers by will, other testamentary document, intestate succession to the legal representative, heir, beneficiary or a family member of the undersigned; (d) transfers to a family member or trust for the direct or indirect 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 otherwise more remote than first cousin); (e) transfers of Lock-Up Securities to a charity or educational institution or as a charitable contribution; (f) transfers for bona fide estate planning purposes; (g) if the undersigned, directly or indirectly, controls, or is, a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be; (h) transfers to any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the undersigned and/or a family member of the undersigned; (i) transfer to any trust for the benefit of the undersigned or the immediate family of the undersigned; (j) transfers by operation of law, including, but not limited to, pursuant to a qualified domestic order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over the undersigned or any of the undersigned’s properties or assets, or in connection with a domestic order, divorce settlement, divorce decree or separation agreement; (k) transfers pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction for the transfer of Shares, options, warrants, convertible securities or other rights to acquire Shares, that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock 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 more than 50% of total voting power of the voting stock of the Company or the surviving entity; (l) transfers to satisfy tax withholding obligations of the undersigned in connection with the vesting or exercise of equity awards by the undersigned, or pursuant to a net exercise or cashless exercise (to satisfy exercise price or related withholding obligations) by the undersigned of outstanding equity awards, provided that any Shares acquired upon the net exercise or cashless exercise of equity awards described in this clause shall have be subject to the meanings restrictions set forth in this lock-up agreement; and (m) transfers to the Company in connection with the termination of employment or other termination of a service provider whereby the Company has the option to repurchase such shares or securities; provided that in the case of any transfer pursuant to the foregoing clauses (g), (k) or (l) (A) any such transfer shall not involve a disposition for value, (B) each transferee shall sign and deliver to the Representative a signed lock-up agreement substantially in the form of this lock-up agreement and (C) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made. 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. No provision in this agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeable for or convertible into Shares, as applicable; provided that the undersigned does not transfer the Shares acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a 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 Lock-Up Securities within the Lock-Up Period). 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. This lock-up Agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., wxx.xxxxxxxx.xxx or wxx.xxxxxxxx.xxx) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. 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, 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. This lock-up agreement may not be amended or otherwise modified in any respect without the written consent of each of the Representative and the undersigned. This lock-up agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this lock-up agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof sent to the Company at the address in effect for notices to it under the Underwriting Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands that this lock-up agreement does not intend to create any relationship between the undersigned and any Underwriting and that no Underwriter is entitled to cast any votes on the matters herein contemplated and that no issuance or sale of any Shares in the Public Offering is created or intended by virtue of this lock-up agreement. 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: