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, Xxxxx Biosciences, Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter Agreement shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. MXXX XXXXX GROUP HOLDINGS LIMITED By: Name: Title: Cxx Xxxx Xxx 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: XXXXXX XXXXXX & CO.ALEXANDER CAPITAL, LLC. L.P. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings Jxxxxxxx Xxxxxx Managing Director [ISSUER] – Mxxx Xxxxx Group Holdings Limited. - Underwriting Agreement Signature Page] SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Alexander Capital, L.P. [●] [●] Revere Securities LLC Number of Overallotment Shares Number of Overallotment Warrants [●] [●] TOTAL 1,500,000 225,000 SCHEDULE 2-A 2 Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 1,500,000 Number of Option Shares: [●] Number of Option Warrants: [●] 225,000 Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B UnitShare: $[●] Underwriting Discount Non-accountable expense allowance per Class B UnitShare: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 Proceeds to Company per Share (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications before expenses): $[None.●] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).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 Agreement shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. VOCODIA HOLDINGS CORP By: Name: Title: Xxxxx Xxxxxxx Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.ALEXANDER CAPITAL, LLC. L.P. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings Xxxxxxxx Xxxxxx Managing Director [ISSUER] – Vocodia Holdings Corp - Underwriting Agreement Signature Page] SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Alexander Capital, LLC Number of Overallotment Shares Number of Overallotment Warrants L.P. 1,000,000 150,000 TOTAL 1,000,000 150,000 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 1,000,000 Number of Option Shares: [●] Number of Option Warrants: [●] 150,000 Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B UnitShare: $[●] Underwriting Discount Non-accountable expense allowance per Class B UnitShare: $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Parties1 Directors & Officers: Xxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxx Xxx X. Xxxxxx 1 CMF to update/confirm EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November [___], 2017 2023 Alexander Capital, L.P., as Representative 00 Xxxxx Xxxxxx Xxxxxx & Co.New York, LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 New York 10004 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.you, LLC as representative (the “Representative”) proposes of the several Underwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc.Vocodia Holdings Corp, a New Jersey Wyoming corporation (the “Company”), providing for the initial public offering (the “Initial Public Offering”) by the several underwriters named in Schedule 3 of the Underwriting Agreement of shares of common stock, no par value $0.0001 per share, of the Company (the “Common Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Representative to continue its efforts in connection with the Initial Public Offering, shares of Series A Convertible Preferred Stockthe undersigned hereby agrees that, no par value per share, without the prior written consent of the Company Representative, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Preferred SharesProspectus”) and warrants relating to purchase common stock the Initial Public Offering (the “Warrants” and together 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 Common Shares and Preferred Sharesundersigned 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, Xxxxx BiosciencesDIGITAL BRANDS GROUP, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.KINGSWOOD CAPITAL MARKETS, LLC. division of Benchmark Investments, Inc. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] DIGITAL BRANDS GROUP, INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares and Accompanying Firm Warrants to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares and Accompanying Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital Markets, LLC Number division of Overallotment Shares Number of Overallotment Warrants Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] 2,000,000 Number of Class B UnitsFirm Warrants: [●] 2,000,000 Number of Option Shares: [●] 300,000 Number of Option Warrants: [●] 300,000 Public Offering Price per Class A UnitFirm Share and Firm Warrant: $[●] Underwriting Discount per Class A Unit: $[●] 5.00 Public Offering Price per Class B UnitOption Share and Option Warrant: $[●] 5.00 Underwriting Discount per Class B UnitFirm Share and Firm Warrant: $[●] 0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8FWP filed with the Commission on April 28, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] 2021 SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).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 usbelow. Very truly yours, Xxxxx BiosciencesPOLYRIZON, Inc. LTD. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named Underwriter on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCAEGIS CAPITAL CORP. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Firm Units to be Purchased Total Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. Units: Pre-funded Units: Option Shares Number of Overallotment Warrants and/or Option Pre-Funded Warrants: Option Warrants: Total: SCHEDULE 2-A Pricing Information Number of Class A Firm Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Placement Agent and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesTRANSCODE THERAPEUTICS, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. mentioned THINKEQUITY LLC By: Name: Xxxx Xxxx Kxxxx Xxxxxx Title: Managing Director, Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Equity Syndicate SCHEDULE 1 Underwriter Terms Number of Class A Units Shares: 10,000,000 Share Offering Price: $0.30 Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants SCHEDULE 2Pre-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option funded Warrants: [●] Public 0 Offering Price per Class A UnitPre-Funded Warrant: $[●] Underwriting Discount per Class A Unit: 0.299 Net Proceeds to Company (before expenses): $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] 2,790,000 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C 2 Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).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, Xxxxx Biosciences, Alset EHome International Inc. By: /s/ Cxxx Xxxx Fai Name: Cxxx Xxxx Fai Title: Chairman/ 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: XXXXXX XXXXXX & CO., LLC. Aegis Capital Corp. By: /s/ Rxxxxx Xxxx Name: Xxxx Rxxxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter SCHEDULE OF UNDERWRITERS Underwriters Total Number of Class A Units Firm Shares to be Purchased Purchase Price of Firm Shares Total Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number Pre-funded Warrants to be Purchased Purchase Price of Overallotment Shares Number of Overallotment Pre-funded Warrants Aegis Capital Corp. 5,324,139 $ 2.12 9,770,200 $ 2.11 Total 5,324,139 $ 2.12 9,770,200 $ 2.11 29 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] 5,324,139 Number of Class B UnitsPre-funded Warrants: [●] 9,770,200 Number of Option Shares: [●] Number of Option Warrants: [●] 2,264,150 Public Offering Purchase Price per Class A UnitFirm Share or Option Share: $[●] 2.12 per share Underwriting Discount per Class A UnitFirm Share or Option Share: $[●] 0.1484 per share Underwriting Non-accountable expense allowance per Firm Share or Option Share: $0.0318 per share Public Offering Purchase Price per Class B UnitPre-funded Warrant: $[●] 2.11 per share Underwriting Discount per Class B UnitPre-funded Warrant: $[●] 0.1484 per share Underwriting Non-accountable expense allowance per Pre-funded Warrant: $0.0318 per share Number of shares of Common Stock underlying Representative’s Warrant (3% of the Firm Shares, the number shares underlying the Pre-funded Warrants and the Option Shares if the over-allotment option is exercised in full): 520,754 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Communications

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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, Xxxxx BiosciencesNOVELOS THERAPEUTICS, Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCINC. By: Name: Xxxx Xxxx Hxxxx Xxxxxx Title: Chief Executive Officer and President Accepted on the date first above written. RXXXXX & RXXXXXX, LLC By: Name: Jxxx Xxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Banking EXHIBIT A Form of Representative’s Warrant Agreement (See Exhibit 4.2 to this filing) EXHIBIT B Form of B-1 Lock-Up Agreement November ___________ __, 2017 Xxxxxx Xxxxxx 2011 Rxxxxx & Co.Rxxxxxx, LLC 000 Xxxxxxx Xxxxxx1000 Xxxxxx xx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx Rxxxxx & Co.Rxxxxxx, LLC (the “RepresentativeUnderwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx BiosciencesNovelos Therapeutics, Inc., a New Jersey Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the Underwriter of up to $15 million (not including over-allotments) in aggregate offering price of shares of common stock, no par value $0.00001 per share, of the Company (the “Common SharesStock”). 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 (the “Lock-Up Period”) commencing on the date hereof and ending 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Series A Convertible Preferred StockCommon Stock (“Shares”) or any securities convertible into or exercisable or exchangeable for Shares, no par value per share(2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the Company 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, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Shares or securities convertible into or exercisable or exchangeable for Shares or other securities of the Company, or (4) publicly disclose the intention to do any of the foregoing. Notwithstanding the foregoing, the undersigned may transfer Shares without the prior consent of the Underwriter in connection with (a) transactions relating to Shares or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Preferred Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Shares or other securities acquired in such open market transactions, (b) transfers of Shares or any security convertible into Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Shares”, shall be required or shall be voluntarily made during the Lock-up Period, (c) transfer of Shares to a charity or educational institution, or (d) if the undersigned is, or directly or indirectly controls, a corporation, partnership, limited liability company or other business entity, any transfers of Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value. The undersigned also agrees and warrants consents to purchase common stock (the “Warrants” and together entry of stop transfer instructions with the Common Company’s transfer agent and registrar against the transfer of the undersigned’s Shares and Preferred except in compliance with this Agreement. If the undersigned is an officer or director of the Company, (i) the Underwriter agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with any transfer of Shares, the “Securities”)Underwriter will notify the Company of the impending release or waiver, and (ii) the Company will announce, in accordance with the Underwriting Agreement, the impending release or waiver by issuing a press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Underwriter hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the transferee has agreed in writing to be bound by the same terms described in this letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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 usagreement. Very truly yours, Xxxxx Biosciences, Inc. SHERMEN WSC ACQUISITION CORP. By: Name: Title: Confirmed as of Accepted on the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 heretowritten: XXXXXX XXXXXX & CO., LLC. CRT CAPITAL GROUP LLC By: Name: Xxxx Xxxx Title: Head SCHEDULE 2.17.4 All Company directors, officers and beneficial owners of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications Company stock that have NASD affiliations [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement FORM OF OPINION OF COMPANY COUNSEL EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Shermen WSC Acquisition Corp. 0000 Xxxxxx Xxxxxx & Co., LLC xx xxx Xxxxxxxx Xxxxx 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (Reference is made to the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation Prospectus of Shermen WSC Acquisition Corp. (the “Company”), providing for the public offering dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established the trust account at Xxxxxx Brothers Inc. maintained by Continental Stock Transfer & Trust (the “Trust Account”), initially in the amount of $115,800,000, for the benefit of the Public Offering”Stockholders and that the Company may disburse monies from the Trust Account only (i) to the Public Stockholders in the event of the redemption of their shares of common stock, no par value per share, or the liquidation of the Company or (ii) to the Company after it consummates an initial Business Combination. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating an initial Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT C Shermen WSC Acquisition Corp. 0000 Xxxxxx xx xxx Xxxxxxxx Xxxxx 000 Xxx Xxxx, XX 00000 Gentlemen: Reference is made to the Prospectus of Shermen WSC Acquisition Corp. (the “Common SharesCompany”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established the trust account at Xxxxxx Brothers Inc. maintained by Continental Stock Transfer & Trust (the “Trust Account”), initially in the amount of $115,800,000, for the benefit of the Public Stockholders and that the Company may disburse monies from the Trust Account only (i) to the Public Stockholders in the event of the redemption of their shares of Series A Convertible Preferred Stock, no par value per share, or the liquidation of the Company or (ii) to the Company after it consummates an initial Business Combination. For and in consideration of the Company engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Preferred SharesClaim”) and warrants to purchase common stock (hereby waives any Claim it may have in the “Warrants” and together future as a result of, or arising out of, any negotiations, contracts or agreements with the Common Shares Company and Preferred Shares, will not seek recourse against the “Securities”).Trust Account for any reason whatsoever. Print Name of Vendor/Lender Authorized Signature of Vendor/Lender

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesSCORPIUS HOLDINGS, Inc. INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. THINKEQUITY LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Banking SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Total Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Firm Pre-Funded Warrants to be Purchased Total Number of Overallotment Option Shares Number of Overallotment and/or Pre-Funded Warrants to be Purchased ThinkEquity LLC 2,428,000 10,072,000 1,875,000 TOTAL 2,428,000 10,072,000 1,875,000 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] 2,428,000 Total Number of Class B UnitsFirm Pre-Funded Warrants: [●] 10,072,000 Number of Option Shares: [●] Number of Option Shares and/or Pre-Funded Warrants: [●] 1,875,000 Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A Unit: $[●] 1.00 Public Offering Price per Class B UnitPre-Funded Warrant: $[●] 0.9998 Underwriting Discount per Class B UnitShare: $[●] 0.07 Underwriting Discount per Pre-Funded Warrant: $0.07 Proceeds to Company per Share (before expenses): $0.93 Proceeds to Company per Pre-Funded Warrant (before expenses): $0.9298 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8August 6, 2017 (Registration No2024. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies Officers and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) Directors and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).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, Xxxxx Axxxx Biosciences, Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX JXXXXX XXXXXX & CO., LLC. By: Name: Xxxx Exxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Number of Class A Units Number of Class B Units Xxxxxx Jxxxxx Xxxxxx & Co., LLC 15,500,000 3,675 Number of Overallotment Shares Number of Overallotment Warrants 6,000,000 6,000,000 SCHEDULE 2-A Pricing Information Number of Class A Units: [●] 15,500,000 Number of Class B Units: [●] 3,675 Number of Option Shares: [●] 6,000,000 Number of Option Warrants: [●] 6,000,000 Public Offering Price per Class A Unit: $[●] 0.15 Underwriting Discount per Class A Unit: $[●] 0.0105 Public Offering Price per Class B Unit: $[●] 1,000 Underwriting Discount per Class B Unit: $[●] 70.00 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties Rxxxxxx Xxxxx Jxxx Xxxxxxxx Bxxx Xxxxx Rxxxxxx Xxxxxx III Cxxxxxxxxxx Xxxxxxxxx Gxxx Xxxxx EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) JXXXXX XXXXXX & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF JXXXXX XXXXXX & CO., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK AXXXX BIOSCIENCES, INC. Warrant Shares: _______ Initial Exercise Date: _________, 2017 Xxxxxx 2018 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Jxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC 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 _______, 2018 [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Underwriting AgreementInitial Exercise Date”) and, in accordance with Xxxxx FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Axxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to ______ shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Warrant Shares”) and warrants ), as subject to adjustment hereunder. The purchase common stock (price of one share of Common Stock under this Warrant shall be equal to the “Warrants” and together with the Common Shares and Preferred SharesExercise Price, the “Securities”as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesRED CAT HOLDINGS, Inc. INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx XXxxxxxx Title: 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: XXXXXX XXXXXX & CO.THINKEQUITY A Division of Fordham Financial Management, LLC. Inc. By: /s/ Priyanka Mahajan Name: Xxxx Xxxx Priyanka Mahajan Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Managing Director SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, LLC Number a division of Overallotment Shares Number of Overallotment Warrants Fordham Financial Management, Inc. ............................................ 4,000,000 600,000 TOTAL 4,000,000 600,000 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] Number 4,000,000Number of Option Shares: [●] Number of Option Warrants: [●] 600,000 Public Offering Price per Class A UnitShare: $[●] 4.00 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.30 Underwriting Non-accountable expense allowance per Class B UnitShare: $[●] Underwriting Discount 0.04 Proceeds to Company per Class B Unit: Share (before expenses): $[●] 3.66 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxx, Xx. Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxx Xxxxx Brains Riding in Tanks, LLC EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK RED CAT HOLDINGS, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC 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 Xxxxx BiosciencesFINRA 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 Red Cat Holdings, Inc., a New Jersey Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to ______ shares of common stockCommon Stock, no par value $0.0001 per share, of the Company (the “Common Warrant Shares”), shares as subject to adjustment hereunder. The purchase price of Series A Convertible Preferred Stockone share of Common Stock under this Warrant shall be equal to the Exercise Price, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. BETTER CHOICE COMPANY INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. THINKEQUITY LLC By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] Better Choice Company Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Total Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Firm Pre-Funded Warrants Number of Overallotment Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Overallotment Option Pre-funded Warrants to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity LLC TOTAL……………. Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Information

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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, Xxxxx BiosciencesTurbo Energy, Inc. S.A. By: Name: Xxxxxxx Xxxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.Boustead Securities, LLC. LLC By: Name: Xxxx Xxxx Xxxxx Xxxxx Title: Head Chief Executive Officer Titan Partners Group LLC, a division of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement American Capital Partners, LLC By: Name: Title: SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Titan Partners Group LLC, a division of American Capital Partners, LLC Number of Overallotment Shares Number of Overallotment Warrants Boustead Securities, LLC Xxxxxx Securities, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A UnitFirm Share: $[●] Underwriting Discount per Class A Unit: $[●] $ Public Offering Price per Class B UnitOption Share: $[●] $ Underwriting Discount per Class B UnitFirm Share: $[●] $ Underwriting Discount per Option Share: $ Non-Accountable Expense Allowance per Firm Share: $ Non-Accountable Expense Allowance per Option Share: $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] None SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, 2017 Xxxxxx Xxxxxx & Co.AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 202[●] (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (the THE “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey 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 [●], 2023 (THE DATE OF ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, [●], 202_ (THE DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT OF SALES OF SHARES IN THE OFFERING). WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES For the public offering (the “Public Offering”) Purchase of shares [●] Shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the American Depositary Shares Representing [●] Common Shares and Preferred Sharesof Turbo Energy, the “Securities”).S.A.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. ECMOHO Limited By: /s/ Xxx Xxxx Name: Xx. Xxx Xxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCAEGIS CAPITAL CORP. By: /s/ Xxxxxx X. Xxxx Name: Xxxx Xxxxxx X. Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Additional Shares Number of Overallotment Warrants to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp. 10,000,000 1,281,057 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] 10,000,000 Number of Class B Units: [●] Number of Option Additional Shares: [●] Number of Option Warrants: [●] 1,281,057 Public Offering Price per Class A UnitShare: $[●] 0.90 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.063 Proceeds to Company per Class B Unit: Share (before expenses): $[●] Underwriting Discount per Class B Unit: $[●] 0.837 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties List of officers and directors executing lock-up agreements • Xxx Xxxx (Xxxx Xxxx; CEO and director) • Xx Xxx (CFO) • Xxx Xxxx (COO & Director) • Xxxx Xx (Director) • Xxxxxx Xxxx (Xxxx Xxx; Director) • Xxxxx Xx (Director) EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___August [•], 2017 0000 Xxxxx Capital Corp., As Underwriter of the Company 000 0xx Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc.ECMOHO Limited, a New Jersey Cayman Islands corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stockAmerican Depositary Shares, no each representing four (4) Class A ordinary shares, par value US$0.00001 per shareshare (the “Ordinary Shares”), of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesAMMO, Inc. INC. By: Name: Title: 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: XXXXXX XXXXXX & CO.ALEXANDER CAPITAL, LLC. L.P. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Jxxxxxxx Xxxxxx Managing Director SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Alexander Capital, LLC Number of Overallotment Shares Number of Overallotment Warrants L.P. 5,945,237 1,284,643 Kingswood Capital Markets 2,619,048 - TOTAL 8,564,285 1,284,643 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 8,564,285 Number of Option Shares: [●] Number of Option Warrants: [●] 1,284,643 Public Offering Price per Class A UnitShare: $[●] 2.10 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.179 Underwriting Non-accountable expense allowance per Class B UnitShare: $[●] Underwriting Discount 0.021 Proceeds to Company per Class B Unit: Share (before expenses): $[●] 1.90 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties Directors & Officers: Fxxx X. Xxxxxxxxx Rxxxxx X. Xxxxx Sxxxx Xxxxx Rxxxxx X. Xxxxxxxxxx Rxxxx X. Xxxx Hxxxx X. Xxxxxxx Rxxxxxx X. Xxxxxxx, Xx. SCHEDULE 4 Subsidiaries and Affiliates EXHIBIT A Form of Representative’s Warrant Agreement A-1 EXHIBIT B Form of Lock-Up Agreement November ___[●], 2017 Xxxxxx Xxxxxx & Co.2020 Alexander Capital, LLC 000 Xxxxxxx L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/x Xxxxxxxxx Xxxxxxx, X.X. 10 Xxxxx Xxxxxx, 00xx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.you, LLC as representative (the “Representative”) proposes ), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx BiosciencesAmmo, Inc., a New Jersey Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value $0.001 per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect 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, Xxxxx Biosciences, Inc. Yoshiharu Global Co. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.EX XXXXXX, LLC. division of Benchmark Investments, LLC By: Name: Xxxx Xxxx Sxx Xxxxxxxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Supervisory Principal SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC Number of Overallotment Shares Number of Overallotment Warrants TOTAL SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Firm Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. VAPOR CORP. By: Name: Title: If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 I hereto: XXXXXX XXXXXX & CO.DXXXXX XXXXX SECURITIES, LLCINC. By: Name: Xxxx Xxxx Rxxxxx X. Xxxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co.to be Offered Dxxxxx Xxxxx Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants Inc. Up to [●] TOTAL Up to [●] SCHEDULE 1 - 1 SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Series A Convertible Preferred Shares included in the Units: One-fourth of a share of Series A Convertible Preferred Stock per Unit Number of Series A Warrants included in the Units: [●] Number Series A Warrants per Unit Shares underlying one-fourth of Option a share of Series A Preferred Shares: [●] Number shares of Option WarrantsCommon Stock Shares underlying Series A Warrant: [●] One share per Series A Warrant Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price ([●]% per Class B Unit: ) Proceeds to Company per Unit (before expenses): $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2 - A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] 2 - B SCHEDULE 3 List of Lock-Up Parties [●] SCHEDULE 3 EXHIBIT A Form of Representative’s Warrant Unit Purchase Option Agreement EXHIBIT A - 1 EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation EXHIBIT B - 1 EXHIBIT C Form of Press Release Vapor Corp. [Date] Vapor Corp. (the “Company”)) announced today that Dxxxxx Xxxxx Securities, providing Inc., acting as representative for the underwriters in the Company’s recent public offering of _____ units (the “Public Offering”) consisting of _____ shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Company’s Series A Convertible Preferred StockStock and _____ Series A Warrants), no par value per share, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company (the “Preferred Shares”) and warrants to purchase Company’s common stock (held by [certain officers or directors or stockholders] [an officer or director or stockholders] of the “Warrants” Company. The [waiver] [release] will take effect on ________, 2015 and together with the Common Shares 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 Preferred Sharessuch securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, the “Securities”)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, Xxxxx BiosciencesNUZEE, Inc. INC. By: _/s/ Masateru Higashida_________________ Name: Xxxxxxxx Xxxxxxxxx Title: Chief Executive Officer, Secretary, and Treasurer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.BENCHMARK COMPANY, LLC. LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxx Xxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Senior Managing Director SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised BENCHMARK COMPANY, LLC Number of Overallotment Shares Number of Overallotment Warrants 700,000 105,000 TOTAL: 700,000 805,000 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 700,000 Number of Option Shares: [●] Number of Option Warrants: [●] 105,000 Public Offering Price per Class A UnitFirm Share: $[●] Underwriting Discount per Class A Unit: $[●] 9.00 Public Offering Price per Class B UnitOption Share: $[●] 9.00 Underwriting Discount per Class B UnitFirm Share: $[●] 0.63 Underwriting Discount per Option Share: $0.63 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).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, Xxxxx Biosciences, Inc. SIMPLICITY ESPORTS AND GAMING COMPANY By: Name: Jxx Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. ________________ By: Name: Xxxx Xxxx ________________ Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Firm Units to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Overallotment Shares Number of Overallotment Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised ________________ [●] [●] [●] TOTAL [●] [●] [●] SCHEDULE 2-A Pricing Information Number of Class A Firm Units: [●] Number of Class B Units: [●________] Number of Option Shares: [●________] Number of Option Warrants: [●_________] Public Offering Price per Class A Unit: $[●__] Underwriting Discount per Class A Unit: $[●__] Public Offering Price Underwriting Non-accountable expense allowance per Class B Unit: $[__] Proceeds to Company per Unit (before expenses): $[__] Proceeds to Company per Option Share (before expenses): $[●] Underwriting Discount Proceeds to Company per Class B Unit: Option Warrant (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties Directors and Officers: Jxx Xxxxxx Rxxxx Xxxxxxxx Dxxxxx X. Xxxxxxxx Sxxxxx Xxxxxxxx F. Jxxxx Xxxxxxx Mxx Xxxxxx Fxxxx Xxxxx Exxxxx Xxxxxxx Jxxxxxx Xxxxxxx H. Xxxxxxx, Xx. 5% Holders: The K2 Principal Fund, L.P. Polar Asset Management Partners Inc. IXXX Xxxxxx Trust Txxxxxx X. Xxxxxxxx – SEP IXX Sch 3-1 EXHIBIT A Form of Warrant Agreement EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT B Form of C-1 D&O Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies EXHIBIT C-2 Shareholder Lock-Up Agreement Ex. C-1 EXHIBIT D Form of Press Release Simplicity Esports and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into Gaming Company [Date] TBD This press release is not an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, offer or sale of the Company (securities in the “Common Shares”)United States or in any other jurisdiction where such offer or sale is prohibited, shares 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 Series A Convertible Preferred Stock1933, no par value per share, as amended. EXHIBIT E Form of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Opinion of Counsel TBD

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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, Xxxxx BiosciencesGENPREX, Inc. INC. By: Name: J. Xxxxxx Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule Underwriter: NETWORK 1 hereto: XXXXXX XXXXXX & CO.FINANCIAL SECURITIES, LLCINC. By: Name: Xxxx Xxxx Xxxxx X. Xxxxxxxxxx Title: Head Director of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Banking SCHEDULE 1 Underwriter Underwriter: Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co.Securities to be Purchased: Network 1 Financial Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants Inc. 1,300,000 SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] Underwriter’s Commission Underwriter’s Advisory Fee Proceeds to Company Per Share $ 5.00 $ 0.325 $ 0.050 $ 4.625 Total $ 6,500,000 $ 422,500.00 $ 65,000.00 $ 6,012,500.00 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties 5% or Greater Stockholders Xxxxxx Xxxxxxxxx, LLC Xxxx X. Xxxx, MD, FACS Viet-An Xxxx Xx and affiliated entities Texas Treasury Safekeeping Trust Company Directors and Named Executive Officers J. Xxxxxx Xxxxxx Xxxxxx Xxxx Xxxx Xxxxxx Xxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx EXHIBIT A [Form of RepresentativeUnderwriter’s Warrant Agreement Agreement] 42 EXHIBIT B C [Form of Lock-Up Agreement November ___Agreement] [●], 2017 Network 1 Financial Securities, Inc. Galleria, Penthouse 0 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx 0 Xxx Xxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC This Lock-Up Agreement (the this “RepresentativeAgreement”) proposes is being delivered to enter into an Network 1 in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciencesbetween Genprex, Inc., a New Jersey Delaware corporation (the “Company”), providing for and Network 1 Financial Securities, Inc. (“Network 1”), as underwriter (the “Underwriter”), and the other parties thereto (if any), relating to the proposed initial public offering (the “Public Offering”) of shares of common stock, no par value $0.001 per share, of the Company share (the “Common Stock ”), of the Company. In order to induce Network 1 to enter into the Underwriting Agreement, and in light of the benefits that the offering of the Common Stock will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on and including the date of this Agreement through and including the date that is the 180th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of Network 1, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owed or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”), shares of Series A Convertible Preferred ) or securities convertible into or exercisable or exchangeable for Common Stock, no par value per share(ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Stock. The undersigned acknowledges and agrees that any sales after the Lock-Up Period shall be conducted in connection with a registration statement or an exemption from registration and that the Company will analyze such exemptions with reference to the Undersigned’s status as an affiliate or non-affiliate of the Company as provided by Rule 144. If (i) during the “Preferred Shares”) and warrants to purchase common stock (last 17 days of the “Warrants” and together with the Common Shares and Preferred SharesLock-Up Period, the “Securities”Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Underwriter waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4)., or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date. If the undersigned is an officer or director of the Company, (i) Network 1 agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Network 1 will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Network 1 hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. The restrictions set forth in the immediately preceding paragraph shall not apply to:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesSHINECO, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX XXXXXX & CO., LLC. LLC By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Signature Page to the Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Total Number of Class B Units Firm Pre-Funded Warrants to be Purchased Number of Option Shares and/or Option Pre-Funded Warrants to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative EX Xxxxxx Xxxxxx LLC 1,864,160 0 279,624 R.X. Xxxxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants Inc. 5,000 0 750 TOTAL 1,869,160 0 280,374 Sch. 1 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] 1,869,160 Number of Class B UnitsFirm Pre-Funded Warrants: [●] N/A Number of Option Shares: [●] Number of Option Warrants: [●] 280,374 Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A Unit: $[●] 1.07 Public Offering Price per Class B UnitPre-Funded Warrant: $[●] N/A Underwriting Discount per Class B UnitShare: $[●] 0.0749 Underwriting Discount per Pre-Funded Warrant: N/A Underwriting non-accountable expense allowance per Share: $0.00535 Underwriting non-accountable expense allowance per Pre-Funded Warrant: N/A Proceeds to Company per Share (before expenses): $0.9951 Proceeds to Company per Pre-Funded Warrant (before expenses): N/A Sch. 2-A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE Sch. 2-C Written Testing-the-Waters Communications [None.] B SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Jxxxxxxx Xxxx 00000 Ladies – CEO and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, Director Mxxx Xxxx – Chairman of the Company Board Sxx (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”Sxx) Wxxx – CFO and warrants to purchase common stock (the “Warrants” Director Xxxxxx Xxx – COO and together with the Common Shares and Preferred Shares, the “Securities”).Director Jxx Xxx – Director Axxxx Xxx Qxxxxxxx – Director Hx Xx – Director Sxxxxxxx Xxxxx – 5% or greater stockholder

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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, Xxxxx Biosciences, Inc. E-Home Household Service Holdings Ltd. By: Name: XxxXxxx Xxx Title: Chief Executive Officer Confirmed and accepted as of the date first written above mentionedwritten: Xxxxxx Xxxxx Capital, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. LLC By: Name: Xxxx Xxxx Xxxxxx Xxxxxx Title: Head of Investment Banking/Underwritings [ISSUER] Chief Executive Officer e-home household service holdings limited. – Underwriting Agreement SCHEDULE 1 Underwriter Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants SCHEDULE 2Schedule 1-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2Disclosure Package NONE Schedule 1-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2NONE Schedule 1-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of NONE Schedule 2 Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).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, Xxxxx BiosciencesDIGITAL ALLY, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCAEGIS CAPITAL CORP. By: Name: Xxxx Xxxx Dxxxx X. Xxxxx Title: Co-Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Banking By: Name: Jxxxxx X. Xxxxx Title: Co-Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Additional Shares Number of Overallotment Warrants to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Aegis Capital Corp. Total SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 2,521,740 Number of Option Shares: [●] Number of Option Warrants: [●] 378,260 Public Offering Price per Class A UnitShare: $[●] 1.15 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.0805 Non-accountable Expense Allowance per Class B UnitShare: $[●] Underwriting Discount 0.0115 Proceeds to Company per Class B UnitShare: $[●] 1.058 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties Name Sxxxxxx X. Xxxx Dxxxxx X. Xxxxxxxx Txxxxx X. Xxxxxxx Lxxxx X. Xxxxxx Mxxxxxx X. Xxxxxxxxx EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation 37 EXHIBIT B Form of Press Release [COMPANY] [Date] [COMPANY] (the “Company”)) announced today that Aegis Capital Corp., providing acting as representative for the underwriters in the Company’s recent public offering (the “Public Offering”) of _______ shares of the Company’s common stock, no par value per share, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, Company’s common stock held by [certain officers or directors] [an officer or director] of the Company (Company. The [waiver] [release] will take effect on _________, 20___, and the “Preferred Shares”) 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 warrants to purchase common stock (such securities may not be offered or sold in the “Warrants” and together with United States absent registration or an exemption from registration under the Common Shares and Preferred SharesSecurities Act of 1933, the “Securities”)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] 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 usbelow. Very truly yours, Xxxxx BiosciencesXxxx Xx Biological Technology Co., Inc. Ltd. By: Name: Xxxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.Xxxxxx Xxxxx Securities, LLC. Inc. By: Name: Xxxx Xxxx X. Xxxxxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement President SCHEDULE 1 Underwriter Total Number of Class A Units Number of Class B Units Firm Shares to be Purchased Xxxxxx Xxxxx Securities, Inc. [●] XX Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants [●] Total: [●] SCHEDULE 2-A 2 Pricing Information Number of Class A Units: [●] Number of Class B UnitsFirm Shares: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unitone Firm Share: $[●] Price per Option Share: $[●] Underwriting Discount per Class A UnitOption Share: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___[●], 2017 Xxxxxx Xxxxxx & Co.2024 XXXXXX XXXXX SECURITIES, LLC INC. 000 X. Xxxxxxx XxxxxxXxxxxxx Xxxxx 000 Newport Beach, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 CA 92660 Ladies and Gentlemen: The undersigned understands that This Lock-Up Agreement (this “Agreement”) is being delivered to Xxxxxx Xxxxxx & Co.Xxxxx Securities, LLC Inc. (the “Representative”) proposes to enter into an in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciencesbetween Xxxx Xx Biological Technology Co., Inc.Ltd., a New Jersey corporation Cayman Islands company (the “Company”), providing for and the Representative, relating to the proposed public offering (the “Public Offering”) of shares of common stockthe Company’s ordinary shares, no par value $0.00002 per share, of the Company share (the “Common Ordinary Shares”). Initial capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Underwriting Agreement. In order to induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering, shares of Series A Convertible Preferred Stock, no par value per share, and in light of the Company benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer or director of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, during the period beginning on and including the date of this Agreement through and including the date that is 180 days after the closing the Offering (the “Preferred Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any Ordinary Shares now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”)) (such shares, the “Beneficially Owned Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred or securities convertible into or exercisable or exchangeable for Ordinary Shares, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the “Securities”).economic risk of ownership of the Ordinary Shares, or 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, or (iii) engage in any short selling of the Ordinary Shares. The restrictions set forth in the immediately preceding paragraph shall not apply to:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters 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, Xxxxx Biosciences, Inc. XXXX.xxx Limited By: Name: Xxx Xxxxx Title: Chief Executive Officer Confirmed and accepted as of the date first written above mentionedwritten: Boustead Securities, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. LLC By: Name: Xxxx Xxxx Xxxxx Xxxxx Title: Head of Investment Banking/Underwritings [ISSUER] Chief Executive Officer XXXX.XXX LIMITED. – Underwriting Agreement SCHEDULE 1 Underwriter Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants SCHEDULE 2Schedule 1-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2Disclosure Package Schedule 1-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2Schedule 1-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Schedule 2 Lock-Up up Parties EXHIBIT Exhibit A Form of RepresentativeUnderwriter’s Warrant Agreement EXHIBIT Exhibit B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting up Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. Cerberus Cyber Sentinel Corporation By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.Boustead Securities, LLC. LLC By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co.Firm Shares to be Purchased Boustead Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants [●] TOTAL SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Firm Shares: [●] Number of Option Warrants: [●] _____________ Public Offering Price per Class A UnitFirm Share: $[●] _____________ Underwriting Discount per Class A UnitFirm Share: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] _____________ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8FWP filed _______, 2017 (Registration No. 333-221746) _____ SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Press Release

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If The foregoing Underwriting Agreement is hereby confirmed and agreed to of the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usdate first above written. Very truly yours, Xxxxx Biosciences, Inc. mF International Limited By: Name: Title: Confirmed as of the date first written above mentionedJxxxxx Xxxxx Capital, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. LLC By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Jxxxxx Xxxxx Capital, LLC Number of Overallotment Shares Number of Overallotment Warrants 1,560,000 234,000 TOTAL 1,560,000 234,000 SCHEDULE 2-A Pricing Information Number of Class A UnitsIPO Shares: [●] Number of Class B Units: [●] 1,560,000 Number of Option Shares: [●] Number of Option Warrants: [●] 234,000 Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A UnitFirm Share: $[●] Public Offering Price per Class B UnitOption Share: $[●] Underwriting Discount per Class B UnitFirm Share: $[●] 7% Underwriting Discount per Option Share: 7% SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) [●] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement None EXHIBIT B Form of Lock-Up Agreement November Exhibit B Form of Lock-up Agreement [_____________], 2017 Xxxxxx Xxxxxx & Co.2024 Jxxxxx Xxxxx Capital, LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx20 Xxxxxxxx, Xxx Xxxx 00000 New York 10006 Re: Proposed Initial Public Offering by mF International Limited Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters 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, Xxxxx BiosciencesJERASH HOLDINGS (US), Inc. INC. By: Name: Cxxx Xxx Hung Title: President Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule Underwriter: NETWORK 1 hereto: XXXXXX XXXXXX & CO.FINANCIAL SECURITIES, LLCINC. By: Name: Xxxx Xxxx Dxxxx X. Xxxxxxxxxx Title: Head Director of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Banking SCHEDULE 1 Underwriter Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) [To be inserted] SCHEDULE 2-C 2 Written Testing-the-Waters Communications [None.] NONE SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___Executive Officers, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Directors Cxxx Xxx Hung Kxxxx Xxxx Rxxxxxx X. Xxxx Gxxx Xxxxxxx Xxxxxx, 00xx Sxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Mak Cxxx Xxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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, Xxxxx Biosciences, Inc. Fxxxxx Corporation By: Name: Title: 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: XXXXXX XXXXXX & CO.Revere Securities, LLC. LLC By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement R.X. Xxxxxxxx & Co., Inc. By: Name: Title: SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Revere Securities, LLC R.X. Xxxxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants Inc. Killara Securities Pty Limited Aurora Borealis Investment Services Limited TOTAL SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B UnitsFirm Shares: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A UnitFirm Share: $[●] Public Offering Price per Class B UnitOption Share: $[●] Underwriting Discount per Class B UnitFirm Share: $[●] Underwriting Discount per Option Share: $[●] Non-accountable Expense Allowance per Firm Share: $[●] Non-accountable Expense Allowance per Option Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) [●] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties None EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November Representatives’ Warrants THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) REVERE SECURITIES, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ALEXANDER CAPITAL LP OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE OF COMMENCMENT OF SALES OF THE OFFERING]. VOID AFTER 5:00 P.M., 2017 Xxxxxx Xxxxxx & Co.EASTERN TIME, LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC ([___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF COMMENCMENT OF SALES OF THE OFFERING]. ORDINARY SHARES PURCHASE WARRANT For the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) Purchase of shares [●] Shares of common stock, no par value per share, Ordinary Shares of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).FXXXXX CORPORATION

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesCADRENAL THERAPEUTICS, Inc. INC. By: Name: Xxxxx Xxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.BOUSTEAD SECURITIES, LLC. LLC By: Name: Xxxx Xxxx Xxxxx Xxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co.Firm Shares to be Purchased Boustead Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants TOTAL SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Firm Shares: [●] Number of Option Warrants: [●] 2,000,000 Public Offering Price per Class A UnitFirm Share: $[●] 5.00 Underwriting Discount per Class A UnitFirm Share: $[●] Public Offering Price 0.35 Non-Accountable Expense Allowance per Class B UnitFirm Share: $[●] Underwriting Discount per Class B Unit: $[●] 0.05 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties 32 EXHIBIT A Form of Representative’s Warrant Agreement 33 EXHIBIT B Form Forms of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Agreements

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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, Xxxxx BiosciencesDOCUMENT SECURITY SYSTEMS, Inc. INC. By: Name: Fxxxx X. Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCAEGIS CAPITAL CORP. By: Name: Xxxx Rxxxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Additional Shares Number of Overallotment Warrants to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp. 453,333 38,533 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] 453,333 Number of Class B Units: [●] Number of Option Additional Shares: [●] Number of Option Warrants: [●] 38,533 Public Offering Price per Class A UnitShare: $[●] 7.50 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.525 Proceeds to Company per Class B Unit: Share (before expenses): $[●] Underwriting Discount per Class B Unit: $[●] 6.975 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] None S-2B SCHEDULE 3 List of Lock-Up Parties List of officers and directors executing lock-up agreements ● Heng Fai Axxxxxx Xxxx ● Fxxxx X. Xxxxxxx ● Jxxx Xxxxxxxx ● Sassuan Lxx ● Jxxx Xxxxxx ● Lo Wah Wai ● Wxxxxxx Xx ● Jxxxx Xxxxx EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November __________, 2017 Xxxxxx Xxxxxx & Co., LLC 000 2020 Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Document Security Systems Inc., a New Jersey York corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value $0.02 per share, of the Company (the “Common Shares”). To induce the Representative to continue its efforts in connection with the Public Offering, shares the undersigned hereby agrees that, without the prior written consent of Series A Convertible Preferred Stockthe Representative, the undersigned will not, during the period commencing on the date of the Underwriting Agreement and ending forty five (45) days after such date (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, 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 par value per sharefiling under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made during the Lock-Up Period 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 16(a) of the Exchange Act shall be required or shall be voluntarily made during the Lock-Up Period; (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 Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Prospectus (as defined in the Underwriting Agreement) (the “Preferred Plan Shares”) and warrants or the transfer or withholding 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 common 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, 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 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 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 Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) a transfer or disposition of Lock-Up Securities pursuant to an existing contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act (a “10b5-1 Plan”) or the establishment of a new 10b5-1 Plan for the transfer of Lock-Up Securities, provided that (i) any such new 10b5-1 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 new 10b5-1 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 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 officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any Shares that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement 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. No provision in this lock-up 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 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) or a sale of 100% of the Company’s outstanding Shares. 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 July 31, 2020, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the 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 Document Security Systems Inc. [Date] Document Security Systems, Inc. (the “Warrants” Company”) announced today that Aegis Capital Corp., acting as representative for the underwriters in the Company’s recent public offering 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 together with the Common Shares 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 Preferred Sharessuch securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, the “Securities”).as amended. 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, Xxxxx Biosciences, Inc. GEE GROUP INC. By: Name: Xxxxx X. Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.THINKEQUITY A Division of Fordham Financial Management, LLC. Inc. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings Banking [ISSUERSIGNATURE PAGE] GEE GROUP INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, LLC Number a division of Overallotment Shares Number of Overallotment Warrants Fordham Financial Management, Inc. 83,333,333 12,499,999 TOTAL 83,333,333 12,499,999 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 83,333,333 Number of Option Shares: [●] Number of Option Warrants: [●] Shares:12,499,999 Public Offering Price per Class A UnitShare: $[●] 0.60 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.045 Proceeds to Company per Class B Unit: Share (before expenses): $[●] Underwriting Discount per Class B Unit: $[●] 0.555 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8March 31, 2017 (Registration No. 333-221746) 2021 SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).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, Xxxxx BiosciencesDIGITAL ALLY, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCAEGIS CAPITAL CORP. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Rxxxxx X. Xxxx, Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Additional Shares Number of Overallotment Warrants to be Purchased if the Over- Allotment Option is Fully Exercised by the Representative Aegis Capital Corp. 3,090,909 463,636 Total 3,090,909 463,636 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 3,090,909 Number of Option Shares: [●] Number of Option Warrants: [●] 463,636 Public Offering Price per Class A UnitShare: $[●] 1.65 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.1155 Proceeds to Company per Class B UnitShare: $[●] Underwriting Discount per Class B Unit: $[●] 1.5345 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. Tantech Holdings Ltd. By: Name: Title: Confirmed as of Accepted on the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCwritten. Newbridge Securities Corporation By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriters Underwriter Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Firm Shares Number of Overallotment Warrants to be Purchased from the Company Newbridge Securities Corporation TOTAL SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B 2 Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] None SCHEDULE 3 List of Lock-Up Parties Yefang Zhang Xxxxxxx Xxxx EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___________ __, 2017 Xxxxxx Xxxxxx & Co.20__ Newbridge Securities Corporation 0000 Xxxx Xxxxxxx Xxxxx Xxxx Xx. Xxxxxxxxxx, LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesFG FINANCIAL GROUP, Inc. INC. By: /s/ Hxxxxx X. Xxxxx Name: Hxxxxx X. Xxxxx Title: Chief Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. THINKEQUITY LLC By: /s/ Kxxxx Xxxxxx Name: Xxxx Xxxx Kxxxx Xxxxxx Title: Managing Director, Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Equity Syndicate SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative ThinkEquity LLC Number of Overallotment Shares Number of Overallotment Warrants 865,000 129,750 TOTAL 865,000 129,750 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 865,000 Number of Option Shares: [●] Number of Option Warrants: [●] 129,750 Public Offering Price per Class A UnitShare: $[●] 1.85 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.1295 Proceeds to Company per Class B Unit: Share (after the underwriting discount and before expenses): $[●] Underwriting Discount per Class B Unit: $[●] 1.7205 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8Form FWP filed with the Securities and Exchange Commission on May 26, 2017 (Registration No2023. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).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, Xxxxx Biosciences, Inc. GARDEN STAGE LIMITED By: /s/ Xxx Xxx Xxxxxxx, XXXX Name: Xxx Xxx Xxxxxxx, XXXX Title: 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: XXXXXX XXXXXX & CO., LLC. REVERE SECURITIES LLC By: /s/ Xxxxxxx Xxx Name: Xxxx Xxxx Xxxxxxx Xxx Title: Head of Investment Banking/Underwritings [ISSUER] Senior Managing Director GARDEN STAGE LIMITED. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx Firm Shares to be Purchased Revere Securities LLC 1,000,000 X. X. Xxxxxxxx & Co., Inc. 1,000,000 Dominari Securities LLC Number of Overallotment Shares Number of Overallotment Warrants 500,000 TOTAL 2,500,000 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 2,500,000 Number of Option Shares: [●] Number of Option Warrants: [●] 0 Public Offering Price per Class A UnitFirm Share: $[●] Underwriting Discount per Class A Unit: $[●] 4.00 Public Offering Price per Class B UnitOption Share: $[●] N/A Underwriting Discount per Class B UnitFirm Share: $[●] 0.29 Underwriting Discount per Option Share: N/A Non-accountable Expense Allowance per Firm Share: $0.04 Non-accountable Expense Allowance per Option Share: N/A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Locked-up Parties Ordinary Shares Beneficially Owned Lock-Up Agreement November ___Period Xxx Xx, 2017 XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxx Xxxxxx, 00xx Xxxxx WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx XxxxXxxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.XXX 0 180 days Kit Wa, LLC TO 0 180 days Oriental Moon Tree Limited (the “Representative”1)(2) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).11,000,000 180 days

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] [Signature Page] 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 usbelow. Very truly yours, Xxxxx BiosciencesAditxt, Inc. By: /s/ Amro Xxxxxxx Name: Amro Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.Xxxxxx Xxxxx Securities, LLC. Inc. By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxx Xxxx Xxxxxx X. Xxxxxx, Xx. Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Class A Units Number of Class B Units Firm Securities to be Purchased Xxxxxx Xxxxxx & Co.Xxxxx Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants Inc. 16,757,000 Total: 16,757,000 SCHEDULE 2-A 2 Pricing Information Number of Class A UnitsFirm Shares or Pre-Funded Warrants: [●] 16, 575,000 Number of Class B UnitsFirm Warrants: [●] 26,575,000 Series C warrants Number of Option Shares: [●] 2,486,250 Number of Option Warrants: [●] 2,486,250 Series C warrants Public Offering Price per Class A Unitone Firm Share and one Warrant: $[●] 1.05 Underwriting Discount per Class A Unitone Firm Share and one Warrant: $[●] 0.0735 (7.0%) Underwriting Discount per one Firm Share and one Warrant: $0.9765 Public Offering Price per Class B UnitOption Share: $[●] 1.04 Underwriting Discount per Class B UnitOption Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties 0.0728 Purchase Price per Option Share: $0.9673 Public Offering Price per Option Warrant: $0.01 Underwriting Discount per Option Warrant: $0.0007 Purchase Price Per Option Warrant: $0.0092 EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Unit Purchase Option

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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, Xxxxx Biosciences, Inc. Electrameccanica Vehicles Corp. By: /s/ Kxxxxxx Xxxxxxx Name: Kxxxxxx Xxxxxxx Title: Chief Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.THE BENCHMARK COMPANY, LLC. LLC By: /s/ Jxxx X. Xxxxx Name: Xxxx Xxxx Jxxx X. Xxxxx III Title: Senior Managing Director, Head of Investment Banking/Underwritings Banking [ISSUERSignature Page] Electrameccanica Vehicles Corp. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Firm Units to be Purchased at 93% of the Public Offering Price per Firm Unit Total Number of Class B Firm Units Xxxxxx Xxxxxx to be Purchased at 94.5% of the Public Offering Price per Firm Unit Number of Option Units to be Purchased at 93% of the Public Offering Price per Firm Unit if the Over- Allotment Option is Fully Exercised Number of Option Units to be Purchased at 94.5% of the Public Offering Price per Firm Unit if the Over- Allotment Option is Fully Exercised The Benchmark Company, LLC 758,847 182,353 113,827 27,353 ThinkEquity, a division of Fordham Financial Management, Inc. 758,847 182,353 113,827 27,353 Cxxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants 379,424 91,176 56,914 13,676 Total 1,897,118 455,882 284,568 68,382 SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B 2 Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Jxxxx Xxxxx Ixxx Xxxx Hxxxx Xxxxxxx Kxxxxxx Xxxxxxx Ex Xxxxxxxx Sxxxx Xxxxxxxx Sxxxxx Xxxxxxx Rxxxxx Xxxxxxxx Mxxx Xxxx Lxxxx Xxxxxxxxxx Ixxxx Xxxx Mxxxx Xxxxxx Yuan Sxxxx Xxxxx Shang Wxx Xxxx Unison International Holdings Ltd. Zongshen (Canada) Environtech Ltd. EXHIBIT A Form of Representative’s Warrant Agreement Attached EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Attached

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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, Xxxxx BiosciencesAMMO, Inc. INC. By: Name: Title: /s/ Fxxx 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: XXXXXX XXXXXX & CO.ALEXANDER CAPITAL, LLC. L.P. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement /s/ Jxxxxxxx Xxxxxx Jxxxxxxx Xxxxxx Managing Director SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Alexander Capital, L.P. 680,000 164,580 Network 1 Financial Securities, Inc. 257,200 _____ Pxxxxxx Investment Company, LLC Number of Overallotment Shares Number of Overallotment Warrants 160,000 _____ TOTAL 1,097,200 164,6580 SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Term Sheet Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8Ammo, 2017 Inc. (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey 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”) of shares of common stock, no par value Ticker: POWWP (Nasdaq) Principal Amount: Up to $27,430,000 Over-Allotment Amount: Up to $4,114,500 Price: $25.00/share Dividend Rate: 8.75% per annum ($2.1875/share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect to affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto thereafter to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. GENTIUM S.p.A.. By: Name: Xx. Xxxxx Xxxx Ferro Title: Confirmed as of President and Chief Executive Officer Accepted on the date first written above mentionedwritten. MAXIM GROUP, LLC Acting severally on behalf of itself and as Representative one of the Representatives of the several Underwriters named on in Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. I annexed hereto By: Name: Xxxx Xxxx Xxxxxxxx X. Xxxxxx Title: Head Managing Director I-BANKERS SECURITIES INCORPORATED Acting severally on behalf of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement itself and as one of the Representatives of the several Underwriters named in Schedule I annexed hereto By: Name: Xxxxxxx Xxxxx Title: Chief Financial Officer SCHEDULE 1 I GENTIUM, S.p.A. 2,700,000 Ordinary Shares Underwriter Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co.Firm Shares to be Purchased Maxim Group, LLC Number of Overallotment Shares Number of Overallotment Warrants SCHEDULE 2I-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Bankers Securities Incorporated Total 2,700,000 31 QuickLinks

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] 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, Xxxxx Biosciences, Inc. PetroShare Corp. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. Noble Financial Capital Markets By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] PetroShare Corp. – Underwriting Agreement SCHEDULE 1 Underwriter Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants SCHEDULE 21-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A UnitShare: $[●] 1.00 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.10 Proceeds to Company per Class B Unit: Share (before expenses): $[●] Underwriting Discount per Class B Unit: $[●] 0.90 SCHEDULE 21-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 2 List of Lock-Up Parties EXHIBIT A Form of Representative’s 's Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesMERIDIAN WASTE SOLUTIONS, Inc. INC. By: /s/ Name: Jxxxxxx Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX JXXXXX XXXXXX & CO., LLC. By: Name: Xxxx Exxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number ofFirm Shares to bePurchased Number of Class A Units Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Number of Class B Units Xxxxxx Firm Warrants to be Purchased Number of Additional Warrants to be Purchased if Over-Allotment Option is Fully Exercised Jxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants LLC… TOTAL……………. SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B UnitsFirm Warrants: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A UnitWarrant exercise price: $[●] Public Offering Price per Class B UnitShare: $[●] Underwriting Discount per Class B UnitShare: $[●] Proceeds to Company per Share (before non-accountable expense allowance and other expenses): $[●] Underwriting Non-accountable expense allowance per Share: $[●] Public Offering Price per Warrant: $[●] Underwriting Discount per Warrant: $[●] Underwriting Non-accountable expense allowance per Warrant: $[●] Proceeds to Company per Warrant (before non-accountable expense allowance and other expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 ● Jxxxxx Xxxxxxx ● Cxxxxxx X. Xxxxxx Xxxxxx & Co.● CC2G Holdings, LLC 000 Xxxxxxx Xxxxxx● Jxxxxxx Xxxxxx ● Txxxxx Xxxxx ● Jxxxxxx Xxxxx ● Jxxxx Xxxxxxxx ● Txxxxxx X. Xxxxx ● Gxxxxxx, 00xx Xxxxx Xxx XxxxSxxxx & Co. ● Wxxxxx X. Xxxx ● Praesidian Capital Opportunity Fund III, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.LP ● Praesidian Capital Opportunity Fund III-A, LP ● Praesidian Capital Opportunity Management III, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences● Praesidian Capital Opportunity Management III-A, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares LLC ● The Rxxxx Family Trust ● [All holders of Series A Convertible C Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesNANOVIRICIDES, Inc. INC. By: Name: Xxxx Xxxxx Title: President and Chairman 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: XXXXXX XXXXXX & CO.KINGSWOOD CAPITAL MARKETS, LLCA DIVISION OF BENCHMARK INVESTMENTS INC. By: Name: Xxxx Xxxx Xxxxx Xxxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Chief Compliance Officer SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Kingswood Capital Markets, a division of Benchmark Investments, Inc. 1,319,863 205,479 X.X. Xxxxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants Co. Inc. 50,000 — Total 1,369,863 205,479 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] 1,369,863 Number of Class B Units: [●] Number of Option Additional Shares: [●] Number of Option Warrants: [●] 205,479 Public Offering Price per Class A UnitShare: $[●] 7.30 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.584 Proceeds to Company per Class B Unit: Share (before expenses): $[●] Underwriting Discount per Class B Unit: $[●] 6.716 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties TheraCour Pharma, Inc. Xxxx Xxxxx Xxxxxxx Xxxxx Xxxxx Xxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxx (“Xxxx”) Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November July ___, 2017 Xxxxxx Xxxxxx & Co.2020 Kingswood Capital Markets, LLC a division of Benchmark Investments, Inc. 00 Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.Kingswood Capital Markets, LLC a division of Benchmark Investments, Inc. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”Agreement “) with Xxxxx BiosciencesNanoViricides, Inc., a New Jersey Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value $0.001 per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesMXXX GROUP, Inc. INC. By: Name: Title: Mxxxxxx Xxxx, 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: XXXXXX JXXXXX XXXXXX & CO., LLC. By: Name: Xxxx Exxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Jxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants LLC. TOTAL Sch. 1 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●•] Number of Option Shares: [●] Number of Option Warrants: [●•] Public Offering Price per Class A UnitShare: $[●•] Underwriting Discount per Class A UnitShare: $[●•] Public Offering Price Underwriting Non-accountable expense allowance per Class B UnitShare: $[●•] Underwriting Discount Proceeds to Company per Class B Unit: Share (before expenses): $[●•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) JXXXXX XXXXXX & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF JXXXXX XXXXXX & CO., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK MXXX GROUP, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2017 Xxxxxx 2016 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Jxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC 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 ____, 2016 (the “Underwriting AgreementInitial Exercise Date”) and, in accordance with Xxxxx BiosciencesFINRA 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 Mxxx Group, Inc., a New Jersey Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to ______ shares of common stockCommon Stock, no $0.0001 par value per sharevalue, of the Company (the “Common Warrant Shares”), shares as subject to adjustment hereunder. The purchase price of Series A Convertible Preferred Stockone share of Common Stock under this Warrant shall be equal to the Exercise Price, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, Xxxxx Biosciences, Inc. Primech Holdings Ltd. By: /s/ Xxx Xxx Xx Name: Xxx Xxx Xx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.Spartan Capital Securities, LLC. LLC By: /s/ Xxx Xxxxxxx Name: Xxxx Xxxx Xxx Xxxxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Chief Administrative Officer SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Spartan Capital Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants 3,050,000 457,500 TOTAL 3,050,000 457,500 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 3,050,000 Number of Option Shares: [●] Number of Option Warrants: [●] 457,500 Public Offering Price per Class A UnitFirm Share: $[●] Underwriting Discount per Class A Unit: $[●] 4.00 Public Offering Price per Class B UnitOption Share: $[●] 4.00 Underwriting Discount per Class B UnitFirm Share: $[●] 0.28 Underwriting Discount per Option Share: $0.28 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8FWP filed September 13, 2017 (Registration No. 333-221746) 2023 SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement None EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Asset Entities Inc. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.Boustead Securities, LLC. LLC By: /s/ Xxxxx Xxxxx Name: Xxxx Xxxx Xxxxx Xxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants 1,500,000 225,000 TOTAL 1,500,000 225,000 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 1,500,000 Number of Option Shares: [●] Number of Option Warrants: [●] 225,000 Public Offering Price per Class A UnitFirm Share: $[●] Underwriting Discount per Class A Unit: $[●] 5.00 Public Offering Price per Class B UnitOption Share: $[●] 5.00 Underwriting Discount per Class B UnitFirm Share: $[●] 0.35 Underwriting Discount per Option Share: $0.35 Non-accountable Expense Allowance per Firm Share: $0.0375 Non-accountable Expense Allowance per Option Share: $0.0375 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) None SCHEDULE 2-C Written Testing-the-Waters Communications [None.] None SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of 12 Month Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Up

Waiver, etc. The failure of any of the parties hereto Parties to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto Parties to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-non- fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party Party or parties Parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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 CompanyParties, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesSUPER LEAGUE GAMING, Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCINC. By: /s/ Xxx Xxxx Name: Xxxx Xxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Chief Executive Officer AEGIS CAPITAL CORP. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Total Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Pre-Funded Warrants to be Purchased Number of Overallotment Option Shares Number of Overallotment Warrants to be Purchased if the Over-Allotment Option is Fully Exercised by the Underwriter Aegis Capital Corp. 15,573,077 1,350,000 2,538,461 TOTAL 15,573,077 1,350,000 2,538,461 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] 15,573,077 Number of Class B UnitsPre-Funded Warrants: [●] 1,350,000 Number of Option Shares: [●] Number of Option Warrants: [●] 2,538,461 Public Offering Price per Class A UnitShare: $[●] 0.13 Underwriting Discount per Class A UnitShare: 8.0% Underwriting non-accountable expense allowance per Share: 1.0% of gross proceeds of the Offering Proceeds to Company per Share (before expenses): $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] 0.13 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications None. [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).REMAINING EXHIBITS AND SCHEDULES INTENTIONALLY OMITTED]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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, Xxxxx Biosciences, Inc. T20 Holdings Ltd. By: Name: Gxxxxxxx Xxxxx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.EX XXXXXX, LLC. division of Benchmark Investments, LLC By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC Number of Overallotment Shares Number of Overallotment Warrants [●] [●] TOTAL [●] [●] SCHEDULE 2-A 2 Pricing Information Number of Class A Units: [●] Number of Class B UnitsFirm Shares: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A UnitFirm Share: $[●] Public Offering Price per Class B UnitOption Share: $[●] Underwriting Discount per Class B UnitFirm Share: $[●] Underwriting Discount per Option Share: $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) [LINK TO BE FILED TO BE INSERTED] SCHEDULE 2-C Written Testing-the-Waters Communications Communication [None.TO BE INSERTED] SCHEDULE 3 List of Lock-Up Parties [TO INCLUDE OFFICERS, DIRECTORS AND 10% HOLDERS] Name [●] EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR THE UNDERLYING SECURITIES NOT WILL THE WARRANT OR UNDERLYING SECURITIES BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE ECONOMIC DISPOSITION OF THE WARRANT OR UNDERLYING SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER, AFFILIATE OR ASSOCIATED PERSON OF EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 2017 Xxxxxx Xxxxxx & Co.EASTERN TIME, LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC ([___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. ORDINARY SHARES PURCHASE WARRANT For the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) Purchase of shares [__________] Ordinary Shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).T20 Holdings Ltd.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesDOCUMENT SECURITY SYSTEMS, Inc. INC. By: Name: Fxxxx X. Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCAEGIS CAPITAL CORP. By: Name: Xxxx Rxxxxx X. Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Additional Shares Number of Overallotment Warrants to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp. 12,319,346 1,847,901 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] 12,319,346 Number of Class B Units: [●] Number of Option Additional Shares: [●] Number of Option Warrants: [●] 1,847,901 Public Offering Price per Class A UnitShare: $[●] 2.80 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.21 Proceeds to Company per Class B Unit: Share (before expenses): $[●] Underwriting Discount per Class B Unit: $[●] 2.59 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-EXHIBIT C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form Opinion of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).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, Xxxxx BiosciencesSCORPIUS HOLDINGS, Inc. INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. THINKEQUITY LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Banking SCHEDULE 1 Underwriter Total Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co., Shares to be Purchased ThinkEquity LLC Number of Overallotment Shares Number of Overallotment Warrants 10,000,000 TOTAL 10,000,000 SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] 10,000,000 Public Offering Price per Class A UnitShare: $[●] 0.15 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.01050 Proceeds to Company per Class B Unit: Share (before expenses): $[●] Underwriting Discount per Class B Unit: $[●] 1,395,000 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8writing prospectus filed with the Commission on March 7, 2017 (Registration No2024. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies Officers and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) Directors and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).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, Xxxxx Biosciences, Inc. THE ROYALAND COMPANY LTD. By: Name: Xxxxxx X. XxXxxxx Title: Executive Chairman Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.REVERE SECURITIES, LLC. LLC By: Name: Xxxx Xxxx Xxxxxx XxXxxxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Managing Director SCHEDULE 1 UNDERWRITERS Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Revere Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants TOTAL SCHEDULE 2-A 2 Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Firm Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesFLY-E GROUP, Inc. INC. By: /s/ Xxxx Xx Name: Xxxx Xx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.THE BENCHMARK COMPANY, LLC. LLC By: /s/ Xxxx X. Xxxxx III Name: Xxxx Xxxx X. Xxxxx III Title: Head of Investment Banking/Underwritings [ISSUER] Senior Managing Director Fly-E Group, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised The Benchmark Company, LLC Number of Overallotment Shares Number of Overallotment Warrants 2,250,000 337,500 TOTAL 2,250,000 337,500 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 2,250,000 Number of Option Shares: [●] Number of Option Warrants: [●] 337,500 Public Offering Price per Class A UnitFirm Share: $[●] Underwriting Discount per Class A Unit: $[●] $ 4.00 Public Offering Price per Class B UnitOption Share: $[●] $ 4.00 Underwriting Discount per Class B UnitFirm Share: $[●] $ 0.28 Underwriting Discount per Option Share: $ 0.28 Proceeds to Company per Firm Share (before expenses): $ 3.72 Proceeds to Company per Option Share (before expenses): $ 3.72 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Prospectus Issuer Free Writing Prospectus Prospectus, dated December 8April 30, 2017 2024, filed by the Company with the Commission pursuant to Rule 433 under the Securities Act (Registration File No. 333-221746) 276830). SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).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, Xxxxx BiosciencesSYLA Technologies Co., Inc. Ltd. By: /s/ Hxxxxxxx Xxxxxxxx Name: Hxxxxxxx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.Boustead Securities, LLC. LLC By: /s/ Kxxxx Xxxxx Name: Xxxx Xxxx Kxxxx Xxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants TOTAL 1,875,000 281,250 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 1,875,000 Number of Option Shares: [●] Number of Option Warrants: [●] 281,250 Public Offering Price per Class A UnitFirm Share: $[●] Underwriting Discount per Class A Unit: $[●] 8.00 Public Offering Price per Class B UnitOption Share: $[●] 8.00 Underwriting Discount per Class B UnitFirm Share: $[●] 0.56 Underwriting Discount per Option Share: $0.56 Non-Accountable Expense Allowance per Firm Share: $0.08 Non-Accountable Expense Allowance per Option Share: $0.08 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] None SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).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 Agreement shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. VOCODIA HOLDINGS CORP By: Name: Title: Bxxxx Xxxxxxx Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.ALEXANDER CAPITAL, LLC. L.P. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings Jxxxxxxx Xxxxxx Managing Director [ISSUER] – Vocodia Holdings Corp - Underwriting Agreement Signature Page] SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Alexander Capital, LLC Number of Overallotment Shares Number of Overallotment Warrants L.P. 1,000,000 150,000 TOTAL 1,000,000 150,000 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 1,000,000 Number of Option Shares: [●] Number of Option Warrants: [●] 150,000 Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B UnitShare: $[●] Underwriting Discount Non-accountable expense allowance per Class B UnitShare: $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Directors & Officers: Bxxxx Xxxxxxx Jxxxx Xxxxxxx Mxxx Xxxxxxx Rxxxxxx Xxxxxxx Lxxxxxx Xxxxx Rxxxxxx Xxxxx Nxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November [___], 2017 2023 Alexander Capital, L.P., as Representative 10 Xxxxx Xxxxxx Xxxxxx & Co.New York, LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 New York 10004 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.you, LLC as representative (the “Representative”) proposes of the several Underwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc.Vocodia Holdings Corp, a New Jersey Wyoming corporation (the “Company”), providing for the initial public offering (the “Initial Public Offering”) by the several underwriters named in Schedule 3 of the Underwriting Agreement of shares of common stock, no par value $0.0001 per share, of the Company (the “Common Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Representative to continue its efforts in connection with the Initial Public Offering, shares of Series A Convertible Preferred Stockthe undersigned hereby agrees that, no par value per share, without the prior written consent of the Company Representative, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Preferred SharesProspectus”) and warrants relating to purchase common stock the Initial Public Offering (the “Warrants” and together 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 Common Shares and Preferred Sharesundersigned 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, Xxxxx BiosciencesJK ACQUISITION CORP. By: Name: Jxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. FXXXXX, Inc. BXXXX WXXXX, INCORPORATED Acting on behalf of itself and as a representative of the Underwriters named in Schedule I annexed hereto By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC28 SCHEDULE I JK ACQUISITION CORP. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Number of Class A 9,666,666 Units Number of Class B Firm Units Xxxxxx Xxxxxx Underwriters to be Purchased Fxxxxx, Bxxxx Wxxxx, Incorporated Ladenburg Txxxxxxx & Co.Co, Inc. Maxim Group LLC Number of Overallotment Shares Number of Overallotment Warrants SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties 9,666,666 EXHIBIT A Form JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx Xxxxxx, Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of Representative’s Warrant Agreement JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B Form of Lock-Up Agreement November ___, 2017 JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx 5000 Xxx Xxxxxx, 00xx Xxxxx 4350 Houston, Texas 77057 Gentlemen: Reference is made to the Final Prospectus of JK Acquisition Corp. (“JKAC”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that JKAC has established the Trust Fund, initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC; or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. For and in consideration of JKAC engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Lender Authorized Signature of Lender EXHIBIT C JK Acquisition Corp. Attn.: Jxxxx X. Xxxxxx 5000 Xxx XxxxXxxxxx, Xxx Xxxx 00000 Ladies and Xxxxx 4350 Houston, Texas 77057 Gentlemen: The undersigned understands officer or director of JK Acquisition Corp. (“JKAC”) hereby acknowledges that Xxxxxx Xxxxxx & Co.JKAC has established the Trust Fund, LLC initially in an amount of $ for the benefit of the Public Stockholders and that JKAC may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the redemption of their shares or the liquidation of JKAC or (ii) to JKAC and Fxxxxx, Bxxxx Wxxxx, Incorporated after JKAC consummates a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred SharesClaim”) and warrants hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JKAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall not apply to purchase common stock (any shares acquired by the “Warrants” and together with undersigned in the Common Shares and Preferred Shares, public market after the “Securities”).initial public offering by the Company of its securities. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. T20 Holdings Ltd. By: Name: Gxxxxxxx Xxxxx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.EX XXXXXX, LLC. division of Benchmark Investments, LLC By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Firm Units to be Purchased Number of Class B Additional Option Units Xxxxxx Xxxxxx & Co.to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC Number of Overallotment Shares Number of Overallotment Warrants 9[●] [●] TOTAL [●] [●] SCHEDULE 2-A 2 Pricing Information Number of Class A Firm Units: [●] Number of Class B Ordinary Shares included in the Firm Units: [●] Number of Warrants included in the Firm Units: [●] Number of Option SharesUnits: [●] Number of Ordinary Shares included in the Option WarrantsUnits: [●] Number of Warrants included in the Option Units: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Firm Unit: $[●] Public Offering Price per Class B Option Unit: $[●] Underwriting Discount per Class B Firm Unit: $[●] Underwriting Discount per Option Unit: $[●] Proceeds to Company per Firm Unit (before expenses): $[●] Proceeds to Company per Option Unit (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) [LINK TO BE FILED TO BE INSERTED] SCHEDULE 2-C Written Testing-the-Waters Communications Communication [None.TO BE INSERTED] SCHEDULE 3 List of Lock-Up Parties [TO INCLUDE OFFICERS, DIRECTORS AND 5% HOLDERS] Name [●] EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR THE UNDERLYING SECURITIES NOT WILL THE WARRANT OR UNDERLYING SECURITIES BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE ECONOMIC DISPOSITION OF THE WARRANT OR UNDERLYING SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER, AFFILIATE OR ASSOCIATED PERSON OF EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 2017 Xxxxxx Xxxxxx & Co.EASTERN TIME, LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC ([___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. ORDINARY SHARES PURCHASE WARRANT For the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) Purchase of shares [__________] Ordinary Shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).T20 Holdings Ltd.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesRED CAT HOLDINGS, Inc. By: INC. By:/s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: 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: XXXXXX XXXXXX & CO., LLC. By: THINKEQUITY LLC By:/s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Banking SCHEDULE 1 Underwriter Total Number of Class A Units Firm Securities to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity LLC Number of Overallotment Shares Number of Overallotment Warrants . 16,000,000 2,400,000 TOTAL 16,000,000 2,400,000 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 16,000,000 Number of Option Shares: [●] Number of Option Warrants: [●] 2,400,000 Public Offering Price per Class A UnitShare: $[●] 0.50 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.035 Underwriting Non-accountable expense allowance per Class B UnitShare: $[●] Underwriting Discount 0.0025 Proceeds to Company per Class B Unit: Share (before expenses): $[●] 0.4625 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] None SCHEDULE 3 List of Lock-Up Parties Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxx, Xx. Xxxxxx Xxxxx Xxxxxx Xxxxxxxx Xxxxxxxxxxx Xxx EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC, OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO JUNE 3, 2024. VOID AFTER 5:00 P.M., EASTERN TIME, DECEMBER 6, 2028. WARRANT TO PURCHASE COMMON STOCK RED CAT HOLDINGS, INC. Warrant Shares: _______ Initial Exercise Date: June 3, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC 2024 THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to enter into an the limitations on exercise and the conditions hereinafter set forth, at any time on or after June 3, 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the date of the Underwriting Agreement (the “Underwriting AgreementTermination Date”) with Xxxxx Biosciencesbut not thereafter, to subscribe for and purchase from Red Cat Holdings, Inc., a New Jersey Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to ______ shares of common stockCommon Stock, no par value $0.0001 per share, of the Company (the “Common Warrant Shares”), shares as subject to adjustment hereunder. The purchase price of Series A Convertible Preferred Stockone share of Common Stock under this Warrant shall be equal to the Exercise Price, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesDERMADOCTOR, Inc. INC. By: Name: Xxxx Xxxxx, M.D. Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.THINKEQUITY, LLC. a division of Fordham Financial Management Inc. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings Banking [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Firm Units to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised Number of Overallotment Option Shares Number of Overallotment Option Warrants ThinkEquity, a division of Fordham Financial Management Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Firm Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Firm Unit: $[●] Public Offering Price per Class B Option Share: $[●] Public Offering Price per Option Warrant: $[●] Underwriting Discount per Firm Unit: $[●] Underwriting Discount per Class B Option Share: $[●] Underwriting Discount per Option Warrant: $[●] Proceeds to Company per Firm Unit (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] Proceeds to Company per Option Warrant (before expenses): $[●] Underwriting Non-accountable expense allowance per Firm Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8writing prospectus filed with the Commission on July 6, 2017 (Registration No. 333-221746) 2018 Free writing prospectus filed with the Commission on [●], 2018 SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties Xxxx Xxxxx, M.D. Xxxxxx Xxxxx, M.D. Xxxxxxxx Xxxxxxx Xxxx Xxxxxxx Xxxxx Xxxx Xxxxxx Xxxxxxxx Papillon Partners, Inc. Midwest Growth Partners LLLP EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit 4.2 to the Registration Statement on Form S-1, as amended (File Number 333-224622) of the Company, which is incorporated by reference.] EXHIBIT B Form of Lock-Up Agreement November ___EXHIBIT C Form of Press Release [DERMADOCTOR, 2017 Xxxxxx Xxxxxx & Co.INC.] [Date] DERMAdoctor, LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation Inc. (the “Company”)) announced today that ThinkEquity, providing a division of Fordham Financial Management Inc., acting as representative for the underwriters in the Company’s recent public offering (of _______ units consisting of the “Public Offering”) of Company’s common stock and warants, is [waiving] [releasing] a lock-up restriction with respect to securities, including _________ shares of the Company’s common stock, no par value per share, held by [certain officers or directors] [an officer or director] of the Company (Company. The [waiver] [release] will take effect on _________, 20___, and the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, securities may be sold on or after such date. This press release is not an offer or sale of the Company (securities in the “Preferred Shares”) United States or in any other jurisdiction where such offer or sale is prohibited, and warrants to purchase common stock (such securities may not be offered or sold in the “Warrants” and together with United States absent registration or an exemption from registration under the Common Shares and Preferred SharesSecurities Act of 1933, the “Securities”)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] TRXADE GROUP, 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 usspace. Very truly yours, Xxxxx BiosciencesTRXADE GROUP, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.Dxxxxx Xxxxx Securities, LLC. Inc. By: Name: Xxxx Xxxx Rxxxxx X. Xxxxxx, Xx. Title: Head Chief Executive Officer On behalf of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement each of the Underwriters SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Total Number of Class B Units Xxxxxx Xxxxxx & Co.Option Shares to be Purchased Dxxxxx Xxxxx Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants Inc. [●] [●] Total: [●] [●] SCHEDULE 2-A 2 Pricing Information Number of Class A Units: [●] Number of Class B UnitsFirm Shares: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A UnitShare: $[●] Public Offering Price (8% per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746Share) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. Xxxx Bio-Technology Holdings Limited By: Name: Xxxx Xxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.Revere Securities, LLC. LLC By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co.Shares to be Purchased Revere Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants TOTAL SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A UnitShare: $[●] Public Offering Price Non-accountable Expense Allowance per Class B Unit: $[●] Underwriting Discount per Class B UnitShare: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) [●] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties None EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___[●], 2017 Xxxxxx Xxxxxx & Co.2023 Revere Securities, LLC 000 Xxxxxxx XxxxxxXxxxx Xxxxxx 00xx Floor New York, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 NY 10019 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.As an inducement to the underwriters, for which Revere Securities, LLC is acting as representative (the “Representative”) proposes ), to enter into execute an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with providing for a public offering (the “Offering”) of ordinary shares (the “Ordinary Shares”), of Xxxxx Biosciences, Inc., a New Jersey corporation Xxxx Bio-Technology Holdings Limited and any successor (by merger or otherwise) thereto (the “Company”), providing for the public offering undersigned hereby agrees that without, in each case, the prior written consent of the Representative during the period specified in the second succeeding paragraph (the “Public OfferingLock-Up Period”), the undersigned will not: (1) of shares of common stockoffer, no par value per sharepledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Ordinary Shares (including Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Company Securities and Exchange Commission and securities which may be issued upon exercise of a stock option) whether now owned or hereafter acquired (the “Common SharesUndersigned’s Securities”); (2) enter into any swap or other agreement that transfers, shares of Series A Convertible Preferred Stockin whole or in part, no par value per share, any of the Company economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the “Preferred registration of any Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares”; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Undersigned’s Securities. The Lock-Up Period will commence on the date of this Agreement and warrants continue and include the date six (6) months from the commencement of the Company’s first day of trading on the Nasdaq Capital Market pursuant to purchase common stock the Underwriting Agreement. If the undersigned is an officer or director of the Company, (i) the “Warrants” and together 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 the Common Shares and Preferred a transfer of Ordinary Shares, the “Securities”)Representative will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by issuing a 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 both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the transferee has agreed in writing to be bound by the same terms described in this letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the 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, Xxxxx Biosciences, Inc. Yoshiharu Global Co. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.EX XXXXXX, LLC. division of Benchmark Investments, LLC By: Name: Xxxx Xxxx Sxx Xxxxxxxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Supervisory Principal SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC Number of Overallotment Shares Number of Overallotment Warrants Valuable Capital Limited TOTAL SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Firm Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter Agreement shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. VOCODIA HOLDINGS CORP By: Name: Title: Bxxxx Xxxxxxx Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.ALEXANDER CAPITAL, LLC. L.P. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings Jxxxxxxx Xxxxxx Managing Director [ISSUER] – Vocodia Holdings Corp - Underwriting Agreement Signature Page] SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Alexander Capital, LLC Number of Overallotment Shares Number of Overallotment Warrants L.P. 1,000,000 150,000 TOTAL 1,000,000 150,000 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 1,000,000 Number of Option Shares: [●] Number of Option Warrants: [●] 150,000 Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B UnitShare: $[●] Underwriting Discount Non-accountable expense allowance per Class B UnitShare: $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Parties1 Directors & Officers: Bxxxx Xxxxxxx Jxxxx Xxxxxxx Rxxxxxx Xxxxxxx Lxxxxxx Xxxxx Rxxxxxx Xxxxx Nxx X. Xxxxxx 1 CMF to update/confirm EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November [___], 2017 2023 Alexander Capital, L.P., as Representative 10 Xxxxx Xxxxxx Xxxxxx & Co.New York, LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 New York 10004 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.you, LLC as representative (the “Representative”) proposes of the several Underwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc.Vocodia Holdings Corp, a New Jersey Wyoming corporation (the “Company”), providing for the initial public offering (the “Initial Public Offering”) by the several underwriters named in Schedule 3 of the Underwriting Agreement of shares of common stock, no par value $0.0001 per share, of the Company (the “Common Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Representative to continue its efforts in connection with the Initial Public Offering, shares of Series A Convertible Preferred Stockthe undersigned hereby agrees that, no par value per share, without the prior written consent of the Company Representative, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Preferred SharesProspectus”) and warrants relating to purchase common stock the Initial Public Offering (the “Warrants” and together 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 Common Shares and Preferred Sharesundersigned 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 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, Xxxxx Biosciences, Inc. SMX (Security Matters) Public Limited Company By: /s/ Haggai Alon Name: Hxxxxx Xxxx Title: 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: XXXXXX XXXXXX & CO., LLC. EX Xxxxxx LLC By: /s/ Sxx Xxxxxxxxxx Name: Xxxx Xxxx Sxx Xxxxxxxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Supervisory Principal SCHEDULE 1 Underwriter Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Firm Shares: [●] Number of Option Warrants: [●] 12,124,666 Public Offering Price per Class A Unitone Firm Share: $[●] 0.24 Underwriting Discount per Class A Unitone Firm Share: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] 0.006 (2.5%) SCHEDULE 2-B 2 Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesMY SIZE, Inc. INC. By: Name: Or Kles 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: XXXXXX XXXXXX & CO., LLCAEGIS CAPITAL CORP. By: Name: Xxxx Xxxx Xxxxxx Xxxxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Managing Director SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Additional Shares Number of Overallotment Warrants to be Purchased if the Over- Allotment Option is Fully Exercised by the Representative Aegis Capital Corp. 1,364,503 204,676 Total 1,364,503 204,676 41 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 1,364,503 Number of Option Shares: [●] Number of Option Warrants: [●] 204,676 Public Offering Price per Class A UnitShare: $[●] 1.28 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.0896 Proceeds to Company per Class B Unit: Share (after deducting Underwriting Discount): $[●] Underwriting Discount per Class B Unit: $[●] 1.1904 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Officers and Directors Name Position Ronen Luzon Or Kles Xxxxx Xxxxx Oron Branitzky Xxxx Xxxxxxxx Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC Ilia (the “Representative”Xxx) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Xxxxxxxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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, Xxxxx BiosciencesGROVE, Inc. INC. By: Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above above-mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.XX XXXXXX, LLC. division of Benchmark Investments, LLC By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Total Number of Class B Units Option Shares to be Purchased XX Xxxxxx, division of Benchmark Investments, LLC 2,195,000 330,000 Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants Co. 5,000 0 TOTAL............................................................................ 2,200,000 330,000 SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Firm Shares 2,200,000 Number of Option Shares: [●] Number of Option Warrants: [●] Shares 330,000 Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Firm Share $ 5.00 Public Offering Price per Class B UnitOption Share: $[●] $ 5.00 Underwriting Discount per Class B UnitFirm Share: $[●] $ 0.40 Underwriting Discount per Option Share: $ 0.40 Proceeds to Company per Firm Share (before expenses): $ 10,120,000.00 Proceeds to Company per Option Share (before expenses): $ 1,518,000.00 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8FWP filed with the Securities and Exchange Commission on May 19, 2017 (Registration No2021. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Directors and Executive Officers Xxxxx Xxxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxx 5% or more Stockholders Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxxx EXHIBIT A [Form of Representative’s Warrant Agreement Warrant] See attached. 37 EXHIBIT B [Form of Lock-Up Agreement] Lock-Up Agreement November ___[•], 2017 Xxxxxx Xxxxxx & Co.2021 XX Xxxxxx, division of Benchmark Investments, LLC as Representative of the Underwriters 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.XX Xxxxxx, division of Benchmark Investments, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx BiosciencesGrove, Inc., a New Jersey Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stockCommon Stock, no par value $0.001 per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect 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, Xxxxx BiosciencesReborn Coffee, Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.XX XXXXXX, LLC. division of Benchmark Investments, LLC By: Name: Xxxx Xxxx Xxx Xxxxxxxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Supervisory Principal SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised XX Xxxxxx, division of Benchmark Investments, LLC Number of Overallotment Shares Number of Overallotment Warrants TOTAL SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Firm Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesRISE OIL & GAS, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. THINKEQUITY LLC By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] Rise Oil & Gas, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Option Shares Number of Overallotment Warrants to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity LLC........................................................................ TOTAL........................................................................................ Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B UnitsFirm Shares: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B UnitShare: $[●] Underwriting Discount Non-accountable expense allowance per Class B UnitShare: $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies Directors and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).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 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, Xxxxx Biosciences, Inc. ALSET INC. By: /s/ Rxxxxxx Xxx Name: Rxxxxxx Xxx Title: Co-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: XXXXXX XXXXXX & CO., LLCAEGIS CAPITAL CORP. By: /s/ Rxxxxx Xxxx Name: Xxxx Rxxxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Chief Executive Officer SCHEDULE 1 SCHEDULE OF UNDERWRITER Underwriter Total Number of Class A Units Firm Shares to be Purchased Purchase Price of Firm Shares Total Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number Pre- funded Warrants to be Purchased Purchase Price of Overallotment Shares Number of Overallotment Pre-funded Warrants Aegis Capital Corp. 1,727,273 $ 2.024 0 $ 2.023 Total 1,727,273 $ 2.024 0 $ 2.023 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] 1,727,273 Number of Class B UnitsPre-funded Warrants: [●] 0 Number of Option Shares: [●] Number of Option Warrants: [●] 212,863 Public Offering Purchase Price per Class A UnitFirm Share or Option Share: $[●] 2.20 per share Underwriting Discount per Class A UnitFirm Share or Option Share: $[●] 0.176 per share Underwriting Non-accountable expense allowance per Firm Share or Option Share: $0.022 per share Public Offering Purchase Price per Class B UnitPre-funded Warrant: $[●] 2.199 per share Underwriting Discount per Class B UnitPre-funded Warrant: $[●] 0.176 per share Underwriting Non-accountable expense allowance per Pre-funded Warrant: $0.022 per share SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Communications

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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, Xxxxx Biosciences, Inc. Fxxxxx Corporation By: /s/ Gxx Xxxxxx Xxxxxxxxx Name: Gxx Xxxxxx Xxxxxxxxx Title: Chief Executive Officer and Director 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: XXXXXX XXXXXX & CO.Revere Securities, LLC. LLC By: /s/ Dxxxxxx Xxx Name: Xxxx Xxxx Dxxxxxx Xxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Senior Managing Director R.X. Xxxxxxxx & Co., Inc. By: /s/ Rxxxxx Xxxxxx Name: Rxxxxx Xxxxxx Title: Chief Operating Officer SCHEDULE 1 Underwriter Total Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx Firm Shares to be Purchased Revere Securities, LLC 1,500,000 R.X. Xxxxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants Inc. 1,500,000 TOTAL 3,000,000 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 3,000,000 Number of Option Shares: [●] Number of Option Warrants: [●] 450,000 Public Offering Price per Class A UnitFirm Share: $[●] Underwriting Discount per Class A Unit: $[●] 5.00 Public Offering Price per Class B UnitOption Share: $[●] 5.00 Underwriting Discount per Class B UnitFirm Share: $[●] 0.35 Underwriting Discount per Option Share: $0.35 Non-accountable Expense Allowance per Firm Share: $0.05 Non-accountable Expense Allowance per Option Share: $0.05 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) None SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties None EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___Representatives’ Warrants THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, 2017 Xxxxxx Xxxxxx & Co.AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) REVERE SECURITIES, LLC 000 Xxxxxxx XxxxxxOR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, 00xx Xxxxx Xxx XxxxOR (II) A BONA FIDE OFFICER OR PARTNER OF ALEXANDER CAPITAL LP OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO AUGUST 10, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.2023. VOID AFTER 5:00 P.M., LLC (EASTERN TIME, AUGUST 10, 2028. ORDINARY SHARES PURCHASE WARRANT For the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) Purchase of shares 60,000 Shares of common stock, no par value per share, Ordinary Shares of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).FXXXXX CORPORATION

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. MEGAN HOLDINGS LIMITED. By: Name: Xxx Xxx Xxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.Xxxxxx Xxxxx Securities, LLC. Inc. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Securities to be Purchased Number of Class B Units Additional Securities to be Purchased if Over-Allotment Option is Fully Exercised Firm Share Additional Shares Xxxxxx Xxxxx Securities, Inc. XX Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Firm Shares: [●] Number of Option WarrantsAdditional Shares: [●] Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A UnitShare: $[●] Public Offering Price Proceeds to Company per Class B Unit: $[●] Underwriting Discount per Class B Unit: Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.●] SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxx Xxx Xxxx Xxx Xxx Xx Long Jia Xxxxx Xxx Yin Sum Star Sprite Limited Xxx Xxxx Xxxx Usaha Sedaya Sdn Bhd Xxx Xx Construction Materials Limited Eternity Capital Group Limited Kapiti Latino Sdn Bhd Kheng Builders Sdn Bhd Malama Sdn Bhd SJCC Holdings Sdn Bhd List of Subsidiaries Xxxxx Xxxxxxx Sdn Bhd, a Malaysian company Megan Technologies Sdn Bhd, a Malaysian company EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___[●], 2017 2024 Xxxxxx Xxxxx Securities, Inc. 0 Xxxxx Xxxx, Xxxxx 000 Xxxxxx, Xxx Xxxx 00000 XX Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.Xxxxx Securities, LLC Inc. (the “RepresentativeUnderwriters”) proposes propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc.Megan Holdings Limited., a New Jersey corporation Cayman Islands exempted company (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stockordinary shares, no par value $0.0001 per share, of the Company share (the “Common Ordinary Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”)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 compliance, or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed 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, Xxxxx BiosciencesAPPLIED UV, Inc. INC. By: Name: Xxx Xxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCabove. AEGIS CAPITAL CORP. By: Name: Xxxx Xxxxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter SCHEDULE OF THE UNDERWRITER Total Number of Class A Units Number Purchase Price of Class B the Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants Underwriters Aegis Capital Corp. Total SCHEDULE 2-A Pricing Information Number of Class A Units: [●] ● Number of Class B Units containing Firm Shares (“Common Units”) [●] ● Number of Units containing Pre-funded Warrants (“Pre-funded Units”) [●] Number of Option Shares: [●] Number of Option SharesPre-funded Warrants: [●] Number of Option Warrants: [●] Public Offering Price per Class A Common Unit: $[●] Underwriting Discount per Class A Unit: $$ [●] Public Offering Price per Class B Pre-funded Unit: $$ [●] Exercise Price per Pre-Funded Warrant: $ 0.001 Exercise Price per Warrant per whole share: $ [●] Underwriting Discount per Class B Common Unit: $$ [●] Underwriting Discount per Pre-funded Unit: $ [●] Non-accountable expense allowance per Common Unit and per Pre-funded Unit: $ [●] Purchase Price per Option Share: $ [●] Purchase Price per Option Pre-Funded Warrant: $ [●] Purchase Price per Option Warrant: $ [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] 6 SCHEDULE 3 List of Lock-Up Parties Xxx Xxxx The Xxxx Family 2020 Irrevocable Trust Xxxxxxx Xxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx X. Hack Xxxxxx Xxxxxxx Xxxxx Xxxxx EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___October [●], 2017 2023 Aegis Capital Corp. 0000 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxxxx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.Aegis Capital Corp., LLC the underwriter, (the “RepresentativeUnderwriter”) ), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx BiosciencesApplied UV, Inc., a New Jersey corporation company formed under the laws of Nevada (the “Company”), providing for the public offering (the “Public Offering”) by the Company of shares an aggregate of [●] units (the “Units”), each consisting of (i) one share of the Company’s common stockstock (each, no a “Firm Share” and collectively, the “Firm Shares”), par value $0.0001 per share, of the Company share (the “Common SharesStock”)) or a pre-funded warrant to purchase one share of common stock (each a “Pre-funded Warrant” and collectively, shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred SharesPre-funded Warrants”) and warrants (ii) a common warrant to purchase common stock one share of Common Stock (the each, a “Warrants” Common Warrant”, and together with the Common Shares and Preferred Sharescollectively, the “SecuritiesCommon Warrants”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesDOCUMENT SECURITY SYSTEMS, Inc. INC. By: Name: Fxxxx X. Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCAEGIS CAPITAL CORP. By: Name: Xxxx Xxxx Dxxxx X. Xxxxx Title: Co-Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Banking AEGIS CAPITAL CORP. Name: Jxxxxx X. Xxxxx Title: Co-Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Additional Shares Number of Overallotment Warrants to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp. 11,200,000 1,680,000 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] 11,200,000 Number of Class B Units: [●] Number of Option Additional Shares: [●] Number of Option Warrants: [●] 1,680,000 Public Offering Price per Class A UnitShare: $[●] 0.50 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.04 Proceeds to Company per Class B Unit: Share (before expenses): $[●] Underwriting Discount per Class B Unit: $[●] 0.46 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Fxxxx Xxxxxxx Heng Fai Axxxxxx Xxxx Jxxxxx Xxxxxxx Pxxxxx Xxxxxxxx Lo Wxx Xxx Dxxxxx XxxXxxxxx Bxxxx X. Sxxxx Xxxxxxx Gxxxxxx Xxxx Thatch EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November __________, 2017 Xxxxxx Xxxxxx & Co., LLC 000 2019 Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx 00 xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Document Security Systems Inc., a New Jersey York corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value $0.002 per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesMetros Development Co., Inc. Ltd. By: Name: Yxxxxxxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.Boustead Securities, LLC. LLC By: Name: Xxxx Xxxx Kxxxx Xxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Chief Executive Officer EX Xxxxxx LLC By: Name: Sxx Xxxxxxxxxx Title: Supervisory Principal SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants [*] [*] EX Xxxxxx LLC [*] [*] TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●*] Number of Option Shares: [●] Number of Option Warrants: [●*] Public Offering Price per Class A UnitFirm Share: $[●] Underwriting Discount per Class A Unit: $[●*] Public Offering Price per Class B UnitOption Share: $[●*] Underwriting Discount per Class B UnitFirm Share: $[●*] Underwriting Discount per Option Share: $[*] Non-Accountable Expense Allowance per Firm Share: $[*] Non-Accountable Expense Allowance per Option Share: $[*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Directors and Officers [*] Shareholders [*] EXHIBIT A Form of Representative’s Warrant Agreement Representatives’ Warrants EXHIBIT B Form of Lock-Up Agreement November ___[*], 2017 Xxxxxx Xxxxxx & 2023 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Irvine, CA 92618 Re: Proposed Public Offering by Metros Development Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ltd. Ladies and Gentlemen: The undersigned undersigned, a stockholder of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Xxxxxx Xxxxxx & Co.Boustead Securities, LLC (the “Representative”) proposes to enter into will act as the representative of the underwriters in carrying out an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of the Company’s common stockshares, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).. In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities on the Nasdaq Stock Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The undersigned consents to having a physical certificate of his or her or its common shares printed on the date hereof and sent to an escrow agent where such certificate will be held until the Lock-Up Period has expired. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [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, Xxxxx Biosciences, Inc. Xxxx Bio-Technology Holdings Limited By: Name: Xxxx Xxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. XX Xxxxxx LLC By: Name: Xxxx Xxxx Xxx Xxxxxxxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Supervisory Principal SCHEDULE 1 Underwriter Total Number of Class A Units Number of Class B Units Shares to be Purchased XX Xxxxxx Xxxxxx LLC Revere Securities, LLC Dominari Securities LLC X.X. Xxxxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A UnitShare: $[●] Public Offering Price Non-accountable Expense Allowance per Class B Unit: $[●] Underwriting Discount per Class B UnitShare: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) [●] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties None EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___[●], 2017 2024 XX Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx39th Floor New York, Xxx Xxxx 00000 New York 10022 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned understands that As an inducement to the underwriters, for which XX Xxxxxx Xxxxxx & Co., LLC is acting as representative (the “Representative”) proposes ), to enter into execute an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with providing for a public offering (the “Offering”) of ordinary shares (the “Ordinary Shares”), of Xxxxx Biosciences, Inc., a New Jersey corporation Xxxx Bio-Technology Holdings Limited and any successor (by merger or otherwise) thereto (the “Company”), providing for the public offering undersigned hereby agrees that without, in each case, the prior written consent of the Representative during the period specified in the second succeeding paragraph (the “Public OfferingLock-Up Period”), the undersigned will not: (1) of shares of common stockoffer, no par value per sharepledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Ordinary Shares (including Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Company Securities and Exchange Commission and securities which may be issued upon exercise of a stock option) whether now owned or hereafter acquired (the “Common SharesUndersigned’s Securities”); (2) enter into any swap or other agreement that transfers, shares of Series A Convertible Preferred Stockin whole or in part, no par value per share, any of the Company economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the “Preferred registration of any Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares”; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Undersigned’s Securities. The Lock-Up Period will commence on the date of this Agreement and warrants continue and include the date six (6) months from the commencement of the Company’s first day of trading on the Nasdaq Capital Market pursuant to purchase common stock the Underwriting Agreement. If the undersigned is an officer or director of the Company, (i) the “Warrants” and together 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 the Common Shares and Preferred a transfer of Ordinary Shares, the “Securities”)Representative will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by issuing a 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 both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the transferee has agreed in writing to be bound by the same terms described in this letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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, Xxxxx Biosciences, Alset EHome International Inc. By: Name: Cxxx Xxxx Fai Title: Chairman/ 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: XXXXXX XXXXXX & CO., LLC. Aegis Capital Corp. By: Name: Xxxx Rxxxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter SCHEDULE OF UNDERWRITERS Underwriters Total Number of Class A Units Firm Shares to be Purchased Purchase Price of Firm Shares Total Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number Pre-funded Warrants to be Purchased Purchase Price of Overallotment Shares Number of Overallotment Pre-funded Warrants Aegis Capital Corp. [●] $ [●] [●] $ [●] Total [●] $[●] [●] $[●] SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B UnitsPre-funded Warrants: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Purchase Price per Class A UnitFirm Share or Option Share: $[●] per share Underwriting Discount per Class A UnitFirm Share or Option Share: $[●] Public Offering Price per Class B Unitshare Underwriting Non-accountable expense allowance per Firm Share or Option Share: $[●] per share Public Purchase Price per Pre-funded Warrant: $[●] per share Underwriting Discount per Class B UnitPre-funded Warrant: $[●] per share Underwriting Non-accountable expense allowance per Pre-funded Warrant: $[●] per share Number of shares of Common Stock underlying Representative’s Warrant: [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] EXHIBIT B Form of Lock-up Agreement SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).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 compliance, or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed 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, Xxxxx BiosciencesAPPLIED UV, Inc. INC. By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCabove. AEGIS CAPITAL CORP. By: /s/ Xxxxxx Xxxx Name: Xxxx Xxxxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter SCHEDULE OF THE UNDERWRITER Total Number of Class A Units Number Purchase Price of Class B the Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants Underwriters Aegis Capital Corp. 42,666,666 $ 0.15 Total SCHEDULE 2-A Pricing Information Number of Class A Units: [●] 42,666,666 ● Number of Class B Units containing Firm Shares (“Common Units: [●] ”) 2,300,000 ● Number of Units containing Pre-funded Warrants (“Pre-funded Units”) 40,366,666 Number of Option Shares/Option Pre-funded Warrants: [●] 6,400,000 Number of Option Warrants: [●] 1,280,000 Public Offering Price per Class A Common Unit: $[●] Underwriting Discount per Class A Unit: $[●] $ 0.15000 Public Offering Price per Class B Pre-funded Unit: $[●] $ 0.14999 Exercise Price per Pre-Funded Warrant: $ 0.00001 Exercise Price per Series A Warrant per whole share: $ 1.50 Exercise Price per Series B Warrant per whole share: $ 3.00 Underwriting Discount per Class B Common Unit: $[●] $ 0.0120 Underwriting Discount per Pre-funded Unit: $ 0.0120 Non-accountable expense allowance per Common Unit and per Pre-funded Unit: $ 0.0015 Purchase Price per Option Share: $ 0.13650 Purchase Price per Option Pre-Funded Warrant: $ 0.13649 Purchase Price per full Option Warrant: $ 0.01 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] 6 SCHEDULE 3 List of Lock-Up Parties Xxx Xxxx The Xxxx Family 2020 Irrevocable Trust Xxxxxxx Xxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx X. Hack Xxxxxx Xxxxxxx Xxxxx Xxxxx EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___23, 2017 2023 Aegis Capital Corp. 0000 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxxxx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.Aegis Capital Corp., LLC the underwriter, (the “RepresentativeUnderwriter”) ), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx BiosciencesApplied UV, Inc., a New Jersey corporation company formed under the laws of Nevada (the “Company”), providing for the public offering (the “Public Offering”) by the Company of shares an aggregate of 42,666,666 units (the “Units”), each consisting of (i) one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) or a pre-funded warrant to purchase one share of common stock, no par value per share, (ii) one-tenth of the Company (the “Common Shares”), shares of a Series A Convertible Preferred warrant to purchase one share of Common Stock, no par value per share, and (iii) one-tenth of the Company (the “Preferred Shares”) and warrants a Series B warrant to purchase common stock (the “Warrants” and together with the one share of Common Shares and Preferred Shares, the “Securities”)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 affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-non- compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-non- compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Company and the CompanyRepresentative, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. COMPANY: STAR FASHION CULTURE HOLDINGS LIMITED By: Name: Title: Confirmed as of the date first written above mentionedDate: REPRESENTATIVE: CATHAY SECURITIES, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCINC. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Date: SCHEDULE 1 Underwriter Number of Underwriters Cathay Securities, Inc. -- 1,700,000 Class A Units Number of Ordinary Shares WestPark Capital, Inc. -- 400,000 Class B Units Xxxxxx Xxxxxx & Co., A Ordinary Shares Dominari Securities LLC Number of Overallotment -- 50,000 Class A Ordinary Shares Number of Overallotment Warrants Total 2,150,000 Class A Ordinary Shared SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 2,150,000 Number of Option Shares: [●] Number of Option Warrants: [●] 322,500 Public Offering Price per Class A UnitShare: $[●] 4.00 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.28 Proceeds to Company per Class B Unit: Share (before expenses): $[●] Underwriting Discount per Class B Unit: $[●] 3.72 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing writing prospectus dated August 23, 2024 Filed pursuant to Rule 433 of the Securities Act of 1993, as amended Relating to Preliminary Prospectus dated December 8August 13, 2017 (2024 Registration No. 333-221746) 280198 SCHEDULE 2-C Written Testing-the-Waters Communications [None.] N/A SCHEDULE 3 List of Lock-Up Parties Xxx Xxxxxxx Xxxxx Xxxxxxxx Xingji ZhangPingting Limited Xxx Xxxxxxxx You Zhi Gut Leut Xxxx Xxxx Xxx Xingji ZhanJie Limited Xx Xxx Intersteller F.Y Limited Xxx Xxx Xxxxx EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ________, 2017 Xxxxxx Xxxxxx & Co.2024 Cathay Securities, LLC 000 Xxxxxxx Inc. 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx0000 New York, Xxx Xxxx 00000 NY 10005 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.Cathay Securities, LLC Inc. (the “RepresentativeUnderwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc.Star Fashion Culture Holdings Limited, a New Jersey corporation Cayman Islands company (the “Company”), providing for the initial public offering (the “Public Offering”) of shares of common stockClass A ordinary shares, no par value US$0.00001 per share, of the Company (the “Common Shares”). To induce the Underwriter to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, the undersigned will not, during the period commencing on the date hereof and ending on ______ (180 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”)), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Series A Convertible Preferred Stock, no par value per share, capital stock of the Company (or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, now owned by the undersigned or any affiliate of the undersigned or with respect to which the undersigned or any affiliate of the undersigned has acquired the power of disposition; the shares of common stock owned by the undersigned are hereinafter referred to as the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Lock-Up Securities”).; (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, whether any such transaction is to be settled by delivery of shares of Lock-Up Securities, in cash or otherwise; (3) except as otherwise permissible under the Underwriting Agreement, make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities 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 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, Xxxxx Biosciences, Inc. MOBILE GLOBAL ESPORTS INC. By: Name: Xxxxx Xxxxx Title: 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: XXXXXX XXXXXX & CO.WESTPARK CAPITAL, LLCINC. By: Name: Xxxx Xxxx Xxxxx Xxxxxxxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement CEO MOBILE GLOBAL ESPORTS INC. - UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised WestPark Capital, LLC Number of Overallotment Shares Number of Overallotment Warrants Inc. TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B UnitsFirm Shares: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A UnitShare: $[●] Public Offering Price Proceeds to Company per Class B Unit: Share (before expenses): $[●] Underwriting Discount per Class B Unit: $[●] Sch. 2-1 Schedule - 2A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No[None.] Sch. 3332-221746) 2 Schedule - 2B SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. 2-3 Schedule - 2C SCHEDULE 3 List of Lock-Up Parties Sch. 2-4 EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Ex. A-1 Form of Lock-Up Representative’s Warrant Agreement November 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) _______________, 2017 Xxxxxx Xxxxxx & Co.OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, LLC 000 Xxxxxxx XxxxxxOR (II) A BONA FIDE OFFICER OR PARTNER OF _______________ 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., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen[___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK MOBILE GLOBAL ESPORTS, INC. Warrant Shares: The undersigned understands that Xxxxxx Xxxxxx & Co._______ Initial Exercise Date: ______, LLC 2022 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 ____, 2022 (the “Initial Exercise Date”) and, in accordance with Xxxxx BiosciencesFINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mobile Global Esports, Inc., a New Jersey Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to ______ shares of common stockCommon Stock, no par value $0.0001 per share, of the Company (the “Common Warrant Shares”), shares as subject to adjustment hereunder. The purchase price of Series A Convertible Preferred Stockone share of Common Stock under this Warrant shall be equal to the Exercise Price, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page 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, Xxxxx Biosciences, Inc. Atlas Lithium Corporation By: Name: Mxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.EX XXXXXX, LLC. division of Benchmark Investments, LLC By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC 670,000 101,250 Jxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants 5,000 - TOTAL 675,000 101,250 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 675,000 Number of Option Shares: [●] Number of Option Warrants: [●] 101,250 Public Offering Price per Class A UnitFirm Share: $[●] Underwriting Discount per Class A Unit: $[●] 6.00 Public Offering Price per Class B UnitOption Share: $[●] 6.00 Underwriting Discount per Class B UnitFirm Share: $[●] 0.42 Underwriting Discount per Option Share: $0.42 Proceeds to Company per Firm Share (before expenses): $5.58 Proceeds to Company per Option Share (before expenses): $5.58 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Mxxx Xxxxxxx Gxxxxxx Xxxxxxx de Axxxxx Xxxxx W. Xxxxxxx Axxxx Xxxxxxxx de Sxxxx Xxxxxx Jxxx xx Xxxxx Mxxxxxxx Ambassador Rxxxx Xxxxxxx Cxxxxxxxxx Xxxxx Xxxxxxx R. Xxxxxxxx 36 EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. REPRESENTATIVE’S PURCHASE WARRANT ATLAS LITHIUM CORPORATION Warrant Shares: ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen__________ Initial Exercise [●]1 Issue Date: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC [●] This REPRESENTATIVE’S PURCHASE WARRANT (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, [●] or its assigns (the “Underwriting AgreementHolder”) with Xxxxx Biosciencesis entitled, Inc.upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●]2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Atlas Lithium Corporation, a New Jersey Nevada corporation (the “Company”), providing for the public offering up to [●] shares (as subject to adjustment hereunder, the “Public OfferingWarrant Shares”) of shares Common Stock. The purchase price of common stockone share of Common Stock under this Warrant shall be equal to the Exercise Price, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesMANGOCEUTICALS, Inc. INC. By: Name: Jxxxx X. Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.BOUSTEAD SECURITIES, LLC. LLC By: Name: Xxxx Xxxx Kxxxx Xxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants TOTAL SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Firm Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance 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, Xxxxx Biosciences, Inc. CEL-SCI Corporation By: /s/ Geert R. Xxxxxxx Name: Geert R. Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.KINGSWOOD CAPITAL MARKETS, LLC. division of Benchmark Investments, LLC By: /s/ Sxx Xxxxxxxxxx Name: Xxxx Xxxx Sxx Xxxxxxxxxx Title: Head of Investment Banking/Underwritings [ISSUER] Regulatory Principal Cel-Sci Corporation – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to bePurchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital Markets, division of Benchmark Investments, LLC Number of Overallotment Shares Number of Overallotment Warrants 1,395,000 210,000 Westpark Capital, Inc. 5,000 0 TOTAL 1,400,000 210,000 SCHEDULE 2-A 2 Pricing Information Number of Class A UnitsFirm Shares: [●] 1,400,000 Number of Class B Units: [●] Number of Option Additional Shares: [●] Number of Option Warrants: [●] 210,000 Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Share:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesrYojbaba Co., Inc. Ltd. By: Name: Rxxxx Xxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.Network 1 Financial Securities, LLC. Inc. By: Name: Xxxx Xxxx Dxxxx Xxxxxxxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Managing Director SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Network 1 Financial Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants Inc. [*] [*] TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●*] Number of Option Shares: [●] Number of Option Warrants: [●*] Public Offering Price per Class A UnitFirm Share: $[●] Underwriting Discount per Class A Unit: $[●*] Public Offering Price per Class B UnitOption Share: $[●*] Underwriting Discount per Class B UnitFirm Share: $[●*] Underwriting Discount per Option Share: $[*] Non-Accountable Expense Allowance per Firm Share: $[*] Non-Accountable Expense Allowance per Option Share: $[*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Directors and Officers [*] Shareholders [*] EXHIBIT A Form of Representative’s Warrant Agreement 33 EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. 1847 XXXXXXXX INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: 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: XXXXXX XXXXXX & CO.THINKEQUITY A Division of Fordham Financial Management, LLC. Inc. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] Banking 1847 XXXXXXXX INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. 700,056 104,944 Aegis Capital Corp. 333,360 49,973 Spartan Capital Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants 77,784 11,660 TOTAL 1,111,200 166,577 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 1,111,200 Number of Option Shares: [●] Number of Option Warrants: [●] 166,577 Public Offering Price per Class A UnitShare: $[●] 9.00 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.675 Underwriting Non-accountable expense allowance per Class B UnitShare: $[●] Underwriting Discount 0.09 Proceeds to Company per Class B Unit: Share (before expenses): $[●] 8.235 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Filed Pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus dated December 8July 23, 2017 (2020 Relating to Preliminary Prospectus dated July 21, 2020 Registration No. 333-221746) 237786 SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxx Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx Xxxxx Xxxxxxxx Xxxx Xxxxxxxx Leonite Capital LLC 1847 Xxxxxxxx Holdco Inc. 1847 Holdings LLC EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK 1847 XXXXXXXX INC. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC 202__ (the “RepresentativeInitial Exercise Date”) proposes and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to enter into an Underwriting Agreement at 5:00 p.m. (New York time) on _____________, 2025 (the “Underwriting AgreementTermination Date”) with Xxxxx Biosciences), but not thereafter, to subscribe for and purchase from 1847 Xxxxxxxx Inc., a New Jersey Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to _______________1 shares of common stockCommon Stock, no par value $0.0001 per share, of the Company (the “Common Warrant Shares”), shares as subject to adjustment hereunder. The purchase price of Series A Convertible Preferred Stockone share of Common Stock under this Warrant shall be equal to the Exercise Price, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter Agreement shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. BLACKBOXSTOCKS INC. By: Name: Title: Xxxx Xxxxxx 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: XXXXXX XXXXXX & CO.ALEXANDER CAPITAL, LLC. L.P. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings Xxxxxxxx Xxxxxx Managing Director [ISSUER] Blackboxstocks Inc. – Underwriting Agreement Signature Page] SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Alexander Capital, LLC Number of Overallotment Shares Number of Overallotment Warrants L.P. [●] [●] [____] [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B UnitsFirm Shares: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B UnitShare: $[●] Underwriting Discount Non-accountable expense allowance per Class B UnitShare: $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).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 Representative and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. SXXXXX ONLINE ENTERTAINMENT LIMITED By: Name: Title: Confirmed as of Accepted on the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCwritten. ICM CAPITAL MARKETS LTD. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement FORM OF REPRESENTATIVE’S WARRANT EXHIBIT B Form of Lock-Up Agreement November ___________ __, 2017 Xxxxxx Xxxxxx & Co., LLC 000 20__ ICM Capital Markets Ltd. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC ICM Capital Markets Ltd. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc.Sxxxxx Online Entertainment Limited, a New Jersey corporation Cayman Islands exempted limited liability company (the “Company”), providing for the public offering (the “Public Offering”) by the Underwriters named in the Underwriting Agreement of [●] American Depositary Shares (“ADSs”) representing [●] ordinary shares of common stock(“Securities”), no par value $0.00249 per share, of the Company Company. To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, it will not, during the period commencing on the date hereof and ending six months after the date of the final prospectus (the “Common SharesProspectus”) relating to the Public Offering (the “Lock-Up Period”), shares of Series A Convertible Preferred Stock(1) offer, no par value per sharepledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs or capital stock of the Company including ordinary shares (“Ordinary Shares”) or any securities convertible into or exercisable or exchangeable for such ADSs or capital stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such ADSs or capital stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Company capital stock or such other securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may transfer Ordinary Shares held by the undersigned without the prior consent of the Representative in connection with (a) transactions relating to Ordinary Shares or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Preferred Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Ordinary Shares or other securities acquired in such open market transactions, (b) transfers of Shares or any security convertible into Ordinary Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Ordinary Shares (or ADSs representing the same), shall be required or shall be voluntarily made during the Lock-up Period, (c) transfer of Ordinary Shares to a charity or educational institution, or (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Ordinary Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value. In addition, the undersigned agrees that during the Lock-Up Period, without the prior written consent of the Representative, it will not make any demand for or exercise any right with respect to the registration of any ADSs or Ordinary Shares or any security convertible into or exercisable or exchangeable for such ADSs or Ordinary Shares”) . The undersigned also agrees and warrants consents to purchase common stock (the “Warrants” and together entry of stop transfer instructions with the Common Company’s transfer agent(s) and/or registrar against the transfer of the undersigned’s securities or Ordinary Shares and Preferred except in compliance with this Agreement. If (i) the Company issues an earnings release or material news, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, unless the Representative waives such extension. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire Ordinary Shares, or securities exchangeable or exercisable for or convertible into Ordinary Shares, provided that the undersigned does not transfer the Ordinary Shares acquired on such exercise or exchange during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this letter agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “Securities”10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares within the Lock-Up Period).. The undersigned understands that the Company and the Representative are relying upon this letter agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by the Company, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the ADSs and Ordinary Shares to be sold thereunder this agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name): (Address) EXHIBIT C Opinion of Loeb & Loeb, U.S. Securities Counsel to the Company EXHIBIT D Opinion of Mxxxxx and Cxxxxx, Cayman Islands Counsel to the Company EXHIBIT E Opinion of Shanghai Hui Kun Law Firm, PRC Counsel to the Company EXHIBIT F Opinion of Exxxx, Xxxxxx & Mxxxxx, LLP, Counsel to the Depositary

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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 Company and the CompanyRepresentative, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. COMPANY: INTELLIGENT GROUP LIMITED By: Name: Title: Confirmed as of the date first written above mentionedDate: REPRESENTATIVE: WESTPARK CAPITAL, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCINC. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Date: SCHEDULE 1 Underwriter Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants Underwriters SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 2,000,000 Number of Option Shares: [●] Number of Option Warrants: [●] 300,000 Public Offering Price per Class A UnitShare: $[●] 5.00 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.35 Proceeds to Company per Class B Unit: Share (before expenses): $[●] Underwriting Discount per Class B Unit: $[●] 4.65 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties [to be provided] EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ________, 2017 Xxxxxx Xxxxxx & Co.2023 WestPark Capital, LLC Inc. 000 Xxxxxxx 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 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.Westpark Capital, LLC Inc. (the “RepresentativeUnderwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc.Intelligent Group Limited, a New Jersey corporation British Virgin Islands company (the “Company”), providing for the initial public offering (the “Public Offering”) of shares of common stockordinary shares, no par value $0.00001 per share, of the Company (the “Common Shares”). To induce the Underwriter to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, the undersigned will not, during the period commencing on the date hereof and ending one hundred and eighty days (180) days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Series A Convertible Preferred Stock, no par value per share, capital stock of the Company (or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, now owned by the undersigned or any affiliate of the undersigned or with respect to which the undersigned or any affiliate of the undersigned has acquired the power of disposition; the shares of common stock owned by the undersigned are hereinafter referred to as the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Lock- Up Securities”).; (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, whether any such transaction is to be settled by delivery of shares of Lock-Up Securities, in cash or otherwise; (3) except as otherwise permissible under the Underwriting Agreement, make any demand for or exercise any right with respect to the registration of any Lock- Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities 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] Skillful Craftsman Education Technology Limited – 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, Xxxxx Biosciences, Inc. Skillful Craftsman Education Technology Limited By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.The Benchmark Company, LLC. LLC By: Name: Xxxx Xxxx Title: Head On behalf of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Number each of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co.the Underwriters The Benchmark Company, LLC Number of Overallotment Shares Number of Overallotment Warrants [●] [●] Total: [●] [●] SCHEDULE 2-A 2 Pricing Information Number of Class A Units: [●] Number of Class B UnitsFirm Shares: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A UnitShare: $[●] Public Offering Price (7% per Class B Unit: $[●] Underwriting Discount Share; 5% per Class B Unit: $[●] Share for investors introduced to the Underwriters by the Company) SCHEDULE 2-B I Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties 29 EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. CYTOMED THERAPEUTICS LIMITED By: /s/ CHOO Chee Kong Name: CHOO Chee Kong Title: Chairman and Director Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.THE BENCHMARK COMPANY, LLC By: /s/ Jxxx X. Xxxxx XXX Name: Jxxx X. Xxxxx XXX Title: Senior Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised The Benchmark Company, LLC. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co.1,206,185 180,928 Axiom Capital Management, LLC Number of Overallotment Shares Number of Overallotment Warrants Inc. 1,206,184 180,927 TOTAL 2,412,369 361,855 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 2,412,369 Number of Option Shares: [●] Number of Option Warrants: [●] 361,855 Public Offering Price per Class A UnitShare: $[●] 4.00 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.28 Underwriting Non-accountable expense allowance per Class B UnitShare: $[●] Underwriting Discount 0.04 Proceeds to Company per Class B Unit: Share (before expenses): $[●] 3.72 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Free-Writing Prospectus dated December 8filed with the SEC on March 31, 2017 (Registration No. 333-221746) 2023 SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).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, Xxxxx BiosciencesXXXXXXX, Inc. INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Chief Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCAEGIS CAPITAL CORP. By: /s/ Xxxxxx X. Xxxx Name: Xxxx Xxxxxx X. Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Additional Shares Number of Overallotment Warrants to be Purchased if the Over- Allotment Option is Fully Exercised by the Representative Aegis Capital Corp. 15,789,474 2,368,421 Total 15,789,474 2,368,421 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 15,789,474 Number of Option Shares: [●] Number of Option Warrants: [●] 2,368,421 Public Offering Price per Class A UnitShare: $[●] 0.38 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.0266 Non-accountable Expense Allowance per Class B UnitShare: $[●] 0.0038 Proceeds to Company per Share (after deducting Underwriting Discount per Class B Unit: and Non-accountable Expense Allowance): $[●] 0.3496 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties Officers and Directors Name Position Xxxxxxx X. Xxxxxxx President, Director and Chief Executive Officer Xxxx Xxxxxxxx Chief Financial Officer Xxxxxxxx Xxxxx Chief Technology Officer Xxxxxx X. Xxxxx Director Xxxxx X. XxXxxxx Director Xxxxx X. Xxxxxx Director and Chairman EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 2020 Aegis Capital Corp. 000 Xxxxxxx 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 Xxxxxx Xxxxxx & Co., LLC Aegis Capital Corp. (the “Representative”) ), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx BiosciencesXxxxxxx, Inc., a New Jersey Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value $0.001 per share, of the Company (the “Common Shares”). To induce the Representative to continue its efforts in connection with the Public Offering, shares the undersigned hereby agrees that, without the prior written consent of Series A Convertible Preferred Stockthe Representative, the undersigned will not, during the period commencing on the date hereof and ending 15 days after the date of the Underwriting Agreement relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no par value per sharefiling 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 during the Lock-Up Period; (f) the receipt by the undersigned from the Company of Common Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Preferred Plan Shares”) and warrants or the transfer or withholding of Common Shares or any securities convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase common 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, 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 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 initial Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period has expired. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by August 23, 2020 or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name - Please Print) (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 [COMPANY] [Date] [COMPANY] (the “Warrants” 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 together with the Common Shares 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 Preferred Sharessuch securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, the “Securities”)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, Xxxxx Biosciences, Inc. THOUGHTFUL MEDIA GROUP INC. By: Name: Kriangkrai Chaimongkol Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as A Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.CATHAY SECURITIES, LLCINC. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] BXXXXXXX CAPITAL, LLC By: Name: Title: SIGNATURE PAGE THOUGHTFUL MEDIA GROUP INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Cathay Securities, Inc. Bxxxxxxx Capital, LLC Number of Overallotment Shares Number of Overallotment Warrants TOTAL SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Firm Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] [Signature Page] 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 usbelow. Very truly yours, Xxxxx BiosciencesAditx Therapeutics, Inc. By: Name: Amro Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.Xxxxxx Xxxxx Securities, LLC. Inc. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Number of Class B Units Firm Securities to be Purchased Xxxxxx Xxxxxx & Co.Xxxxx Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants Inc., [●] [●] Total: [●] SCHEDULE 2-A 2 Pricing Information Number of Class A UnitsFirm Shares: [●1,333,334] Number of Class B UnitsFirm Warrants: [●1,333,334] Series A warrants and [1,333,334] Series B warrants Number of Option Shares: [●200,000] Number of Option Warrants: [●200,000] Series A warrants and [200,000] Series B warrants Public Offering Price per Class one Firm Share and one Series A UnitFirm Warrant and one Series B Firm Warrant: $[●9.00] Underwriting Discount per Class one Firm Share and one Series A UnitFirm Warrant and one Series B Firm Warrant: $[●0.72] Public Offering (8.0%) Price per Class B UnitOption Share: $[●8.99] Underwriting Discount per Class B UnitOption Share: $[●0.7192] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications Price per set of Option Warrants: $[None.0.01] SCHEDULE 3 List Underwriting Discount per set of Lock-Up Parties Option Warrants: $[0.0092] EXHIBIT A Form of Representative’s Warrant Agreement Unit Purchase Option EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usagreement. Very truly yours, Xxxxx Biosciences, Inc. SHERMEN WSC ACQUISITION CORP. By: Name: Title: Confirmed as of Accepted on the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 heretowritten: XXXXXX XXXXXX & CO., LLC. CRT CAPITAL GROUP LLC By: Name: Xxxx Xxxx Title: Head SCHEDULE 2.17.4 All Company directors, officers and beneficial owners of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications Company stock that have NASD affiliations [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement FORM OF OPINION OF COMPANY COUNSEL EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Shermen WSC Acquisition Corp. 0000 Xxxxxx Xxxxxx & Co., LLC xx xxx Xxxxxxxx Xxxxx 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (Reference is made to the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation Prospectus of Shermen WSC Acquisition Corp. (the “Company”), providing for the public offering dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established the trust account at Xxxxxx Brothers Inc. maintained by Continental Stock Transfer & Trust (the “Trust Account”), initially in the amount of $114,565,000, for the benefit of the Public Offering”Stockholders and that the Company may disburse monies from the Trust Account only (i) to the Public Stockholders in the event of the redemption of their shares of common stock, no par value per share, or the liquidation of the Company or (ii) to the Company after it consummates an initial Business Combination. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating an initial Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT C Shermen WSC Acquisition Corp. 0000 Xxxxxx xx xxx Xxxxxxxx Xxxxx 000 Xxx Xxxx, XX 00000 Gentlemen: Reference is made to the Prospectus of Shermen WSC Acquisition Corp. (the “Common SharesCompany”), dated , 2006 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established the trust account at Xxxxxx Brothers Inc. maintained by Continental Stock Transfer & Trust (the “Trust Account”), initially in the amount of $114,565,000, for the benefit of the Public Stockholders and that the Company may disburse monies from the Trust Account only (i) to the Public Stockholders in the event of the redemption of their shares of Series A Convertible Preferred Stock, no par value per share, or the liquidation of the Company or (ii) to the Company after it consummates an initial Business Combination. For and in consideration of the Company engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Preferred SharesClaim”) and warrants to purchase common stock (hereby waives any Claim it may have in the “Warrants” and together future as a result of, or arising out of, any negotiations, contracts or agreements with the Common Shares Company and Preferred Shares, will not seek recourse against the “Securities”).Trust Account for any reason whatsoever. Print Name of Vendor/Lender Authorized Signature of Vendor/Lender

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter Agreement shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. BRANCHOUT FOOD INC. By: Name: Title: /s/ Exxx Xxxxx Exxx Xxxxx Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.ALEXANDER CAPITAL, LLC. L.P. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement /s/ Jxxxxxxx Xxxxxx Jxxxxxxx Xxxxxx Managing Director SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Alexander Capital, LLC Number of Overallotment Shares Number of Overallotment Warrants L.P. 1,750,000 262,500 TOTAL 1,750,000 262,500 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 1,750,000 Number of Option Shares: [●] Number of Option Warrants: [●] 262,500 Public Offering Price per Class A UnitShare: $[●] 0.800 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.064 Underwriting Non-accountable expense allowance per Class B UnitShare: $[●] Underwriting Discount 0.008 Proceeds to Company per Class B Unit: Share (before expenses): $[●] 0.736 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).2.7

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. Cardiff Lexington Corporation By: ________________________ Name: Xxxx Xxxxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. Craft Capital Management LLC By: ________________________ Name: Xxxx Xxxx Xxxxxxx Xxxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Chief Operating Officer X.X. Xxxxxxxx & Co., Inc. By: ________________________ Name: Xxxxxx Xxxxxx Title: Chief Operating Officer SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Craft Capital Management LLC [●] [●] X.X. Xxxxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants Inc. [●] [●] [●] [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B UnitsFirm Shares: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B UnitShare: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) 30 SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___Xxxxxx Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxx X. Johnson, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx III Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Xxxxxxxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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, the Company and the CompanySelling Shareholder, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. mF International Limited By: Name: Title: Confirmed as Gaderway Investments Limited By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and agreed to 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: XXXXXX XXXXXX & CO., LLC. LLC By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Jxxxxx Xxxxx Capital, LLC Number of Overallotment Shares Number of Overallotment Warrants 1,560,000 234,000 TOTAL 1,560,000 234,000 SCHEDULE 2-A Pricing Information Number of Class A UnitsIPO Shares: [●] 1,560,000 Number of Class B UnitsSelling Shareholder Shares: [●] 221,108 Number of Firm Shares: 1,781,108 Number of Option Shares: [●] Number of Option Warrants: [●] 234,000 Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A UnitFirm Share: $[●] Public Offering Price per Class B UnitOption Share: $[●] Underwriting Discount per Class B UnitFirm Share: $[●] 7% Underwriting Discount per Option Share: 7% SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) [●] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement None EXHIBIT B Form of Lock-Up Agreement November Exhibit B Form of Lock-up Agreement [_____________], 2017 Xxxxxx Xxxxxx & Co.2024 Jxxxxx Xxxxx Capital, LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx20 Xxxxxxxx, Xxx Xxxx 00000 New York 10006 Re: Proposed Initial Public Offering by mF International Limited Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. By: NETCAPITAL INC. By:/s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: 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: XXXXXX XXXXXX & CO., LLC. By: THINKEQUITY LLC By:/s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Banking SCHEDULE 1 Underwriter Total Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co., Shares to be Purchased ThinkEquity LLC Number of Overallotment Shares Number of Overallotment Warrants . 1,725,000 TOTAL 1,725,000 SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] 1,725,000 Public Offering Price per Class A UnitShare: $[●] 0.70 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.049 Underwriting Non-accountable expense allowance per Class B UnitShare: $[●] Underwriting Discount 0.007 Proceeds to Company per Class B Unit: Share (before expenses): $[●] 0.651 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) None SCHEDULE 2-C Written Testing-the-Waters Communications [None.] None SCHEDULE 3 List of Lock-Up Parties Netcapital Systems LLC (Delaware) Xxxxxxx Xxxx Xxxxxx Xxxxxxxx Xxx Xxxx Xxxxxx Xxxxx Xxxxxx Xxx Xxxxxx Xxxxx Xxxxx Xxxxxxxx EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of LockTHE 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. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTOR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOTSUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THESECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-Up Agreement November DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO JANUARY 15, 2024. VOID AFTER 5:00 P.M., EASTERN TIME, JULY 19, 2028. WARRANT TO PURCHASE COMMON STOCK NETCAPITAL INC. Warrant Shares: _______ Initial Exercise Date: January 15, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC 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 January 15, 2024 (the “Initial Exercise Date”) and, in accordance with Xxxxx BiosciencesFINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following July 19, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Netcapital Inc., a New Jersey corporation formed under the laws of the State of Utah (the “Company”), providing for the public offering (the “Public Offering”) of up to [__] shares of common stockCommon Stock, no par value $0.001 per share, of the Company (the “Common Warrant Shares”), shares as subject to adjustment hereunder. The purchase price of Series A Convertible Preferred Stockone share of Common Stock under this Warrant shall be equal to the Exercise Price, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesMANGOCEUTICALS, Inc. INC. By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.BOUSTEAD SECURITIES, LLC. LLC By: /s/ Kxxxx Xxxxx Name: Xxxx Xxxx Kxxxx Xxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants 4,000,000 600,000 Sxxxxx Securities, Inc. — — TOTAL 4,000,000 600,000 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 4,000,000 Number of Option Shares: [●] Number of Option Warrants: [●] 600,000 Public Offering Price per Class A UnitFirm Share or Option Share, as applicable: $[●] 0.30 Underwriting Discount per Class A UnitFirm Share or Option Share, as applicable: $[●] Public Offering Price 0.021 Non-Accountable Expense Allowance per Class B UnitFirm Share or Option Share, as applicable: $[●] Underwriting Discount per Class B Unit: $[●] 0.003 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties . EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___See attached. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES, 2017 Xxxxxx Xxxxxx & Co.BY ITS ACCEPTANCE HEREOF, LLC 000 Xxxxxxx XxxxxxTHAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING [●], 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC 202[●] (the THE “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “CompanyEFFECTIVE DATE”), providing for the public offering WHICH IS THE COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE REPRESENTATIVE OF THE UNDERWRITERS AS CONSIDERATION (the THE “Public OfferingOFFERING”): (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS, PARTNERS, REGISTERED PERSONS OR AFFILIATES OF BOUSTEAD SECURITIES, LLC, EACH OF WHICH SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINANCIAL INDUSTRY REGULATORY AUTHORITY (“FINRA”) of shares of common stock, no par value per share, of the Company (the “Common Shares”RULE 5110(E)(1), shares OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). COMMON STOCK PURCHASE WARRANT For the Purchase of Series A Convertible Preferred Stock[●] Shares of Common Stock of Mangoceuticals, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).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] 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 usbelow. Very truly yours, Xxxxx BiosciencesAditx Therapeutics, Inc. By: Name: Amro Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.Xxxxxx Xxxxx Securities, LLC. Inc. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Number of Class B Units Firm Securities to be Purchased Xxxxxx Xxxxxx & Co.Xxxxx Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants Inc., [●] [●] Total: [●] SCHEDULE 2-A 2 Pricing Information Number of Class A UnitsFirm Shares: [●1,900,000] Number of Class B UnitsFirm Warrants: [●1,900,000] Number of Option Shares: [●285,000] Number of Option Warrants: [●285,000] Public Offering Price per Class A Unitone Firm Share and one Firm Warrant: $[●5.50] Underwriting Discount per Class A Unitone Firm Share and one Firm Warrant: $[●0.44] Public Offering (8.0%) Price per Class B UnitOption Share: $[●5.49] Underwriting Discount per Class B UnitOption Share: $[●0.4392] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications Price per Option Warrant: $[None.0.01] SCHEDULE 3 List of Lock-Up Parties Underwriting Discount per Option Warrant: $[0.0092] EXHIBIT A Form of Representative’s Warrant Agreement Unit Purchase Option EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter Agreement shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. CXXXXX JMB INC. By: Name: Title: Wxxxx Xxxxxxxx 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: XXXXXX XXXXXX & CO.ALEXANDER CAPITAL, LLC. L.P. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUERJxxxxxxx Xxxxxx Managing Director Alexander Capital, L.P. [ ] – Underwriting Agreement SCHEDULE 1 Underwriter Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants SCHEDULE 2-A Pricing Information Number of Class A Units: [●[ ] Number of Class B UnitsFirm Shares: [●[ ] Number of Option Shares: [●] Number of Option Warrants: [●[ ] Public Offering Price per Class A UnitShare: $[●[ ] Underwriting Discount per Class A UnitShare: $[●[ ] Public Offering Price Underwriting Non-accountable expense allowance per Class B UnitShare: $[●[ ] Underwriting Discount Proceeds to Company per Class B Unit: Share (before expenses): $[●[ ] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8None. Alexander Capital, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___L.P., 2017 as Representative 10 Xxx Xxxxx Xxxxxx Xxxxxx & Co.Boulevard #202 Red Bank, LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 New Jersey 07701 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.you, LLC as representative (the “Representative”) proposes of the several Underwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Cxxxxx JMB Inc., a New Jersey Nevada corporation (the “Company”), providing for the initial public offering (the “Initial Public Offering”) by the several underwriters named in [ ] of the Underwriting Agreement of shares of common stock, no par value $0.001 per share, of the Company (the “Common Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Representative to continue its efforts in connection with the Initial Public Offering, shares of Series A Convertible Preferred Stockthe undersigned hereby agrees that, no par value per share, without the prior written consent of the Company Representative, the undersigned will not, during the period commencing on the date hereof and ending one (1) year after the date of the final prospectus (the “Preferred SharesProspectus”) and warrants relating to purchase common stock the Initial Public Offering (the “Warrants” and together 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 Common Shares and Preferred Sharesundersigned 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.