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 as of the date first above written. Very truly yours, TC BIOPHARM (HOLDINGS) PLC 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, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us us. Very truly yours, AUGMENT SYSTEMS, INC. By: ------------------------------- Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer Accepted as of the date first above written. Very truly yoursNew York, TC BIOPHARM (HOLDINGS) PLC 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, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:New York GKN SECURITIES CORP.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above written. Very truly yours, TC BIOPHARM (HOLDINGS) PLC XXXXXXX INC. By: Name: Xxxxx Xxxxxxx Title: Chief Executive Officer and President 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: EX XXXXXX, division of Benchmark InvestmentsSPARTAN CAPITAL SECURITIES, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC 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: EX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: EX Xxxxxx, division of Benchmark InvestmentsBXXXXXXX CAPITAL, LLC Number of Firm Shares:By: Name: Title: Cathay Securities, Inc. Bxxxxxxx Capital, LLC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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 us. Very truly yours, By: Name: Txx Xxxxx Title: Chief Executive Officer Confirmed and accepted as of the date first above written. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: Name: Kxxxx Xxxxx 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, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:Chief Executive Officer

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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 us. Very truly yours, By: Name: Xxxxxxxx Xxxxx Title: Chief Executive Officer Confirmed and accepted as of the date first above written. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: Name: Xxxxx Xxxxx 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, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:Chief Executive Officer

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenbelow. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: Toppoint Holdings Inc. Name: Xxx X 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: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC : A. G.P./Alliance Global Partners Underwriter Total Number of Firm SharesShares to be Purchased A. G.P./Alliance Global Partners 000 Xxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-non- compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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 as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC BIOVIE INC. By: /s/ Xxxxx X. Do Name: Xxxxx X. Do 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 heretomentioned By: EX XXXXXX, division of Benchmark Investments, LLC /s/ Kevin Mangan Name: Kevin Mangan Title: EX XxxxxxManaging Director, division Head of Benchmark Investments, LLC Number of Firm Shares:Equity Syndicate

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenbelow. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: Name: Xxxxxxxx Xx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as the Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX: Network 1 Financial Securities, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Inc. Underwriters Total Number of Firm Shares:Shares to be Purchased Number of Shares to be Purchased if the Allotment Option is Fully Exercised Total 4,000,000 4,600,000 List of Lock-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 as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC STEMLINE THERAPEUTICS, INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Operating 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: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC UNI-FUELS HOLDINGS LIMITED By: /s/ Kxx Xxxx Xxx Name: Kxx Xxxx Xxx Title: Chief Executive Officer, Chairman of the Board of Directors 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: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: /s/ Jxxx X. Xxxx Name: Jxxx X. Xxxx Title: Executive Vice President, Chief Financial Officer and 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: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC CREATIVE REALITIES, INC. By: /s/ Xxxxxxx Xxxxx 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: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares: A. G.P./ALLIANCE GLOBAL PARTNERS

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC AGRIFORCE GROWING SYSTEMS, 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 on Schedule 1 hereto: EX XXXXXXKINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, LLC Inc. Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:Units: Number of Option Units: Public Offering Price per Unit: Underwriting Discount per Unit: Proceeds to Company per Unit (before expenses): 1. [_____] 6. EXHIBIT 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 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 as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC CEL-SCI CORPORATION By: /s/ Xxxxx Xxxxxxx Name: Xxxxx X. Kersten 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: EX XXXXXX, division of Benchmark Investments, LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: EX Xxxxxx, division Head of Benchmark Investments, LLC Number of Firm Shares:Investment Banking

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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 us. Very truly yours, E-Home Household Service Holdings Ltd. By: Name: XxxXxxx Xxx Title: Chief Executive Officer Confirmed and accepted as of the date first above written. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: Name: Xxxxxx Xxxxxx 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, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:Chief Executive Officer

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above written. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: /s/ Cxxxx Xxxxx Name: Cxxxx 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: EX XXXXXXBy: /s/ Rxxxxx X. Xxxxxx, division of Benchmark Investments, LLC Xx. Name: Rxxxxx X. Xxxxxx, Xx. Title: EX XxxxxxChief Executive Officer On behalf of each of the Underwriters Dxxxxx Xxxxx Securities, division of Benchmark Investments, LLC Inc. 1,900,000 Total: 1,900,000 Number of Firm Shares:Units: 1,900,000 Number of Shares included in the Units: one (1) 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 as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC INSPIREMD, INC. By: Name: Mxxxxx Xxxxxxx Title: Confirmed as of the date first written above Chief Executive Officer mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares: A. G.P./ALLIANCE GLOBAL PARTNERS

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC NANOFLEX POWER 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: EX XXXXXX, division of Benchmark Investments, LLC AEGIS CAPITAL CORP. Name: Xxxxx Xxxxxx Title: EX Xxxxxx, division Managing Director of Benchmark Investments, LLC Investment Banking [Signature Page] Underwriting Agreement Underwriter Total Number of Firm Shares:Securities to be Purchased Number of Additional Securities to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC AYTU BIOSCIENCE, INC. By: /s/ Jxxxxx X. Xxxxxxx Name: Jxxxxx X. Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, division of Benchmark Investments, LLC By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: EX Xxxxxx, division Head of Benchmark Investments, LLC Number of Firm Shares:Investment Banking/Underwritings

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC ESPORTS ENTERTAINMENT GROUP, INC. By: Name: Title: Xxxxx Xxxxxxx Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXXMAXIM GROUP LLC By: Xxxxxxxx X. Xxxxxx Executive Managing Director, division of Benchmark InvestmentsInvestment Banking Maxim Group LLC Xxxxxx Xxxxxx & Co., LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Totals Number of Firm Units: Number of Option Shares:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect 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 as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC 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, division of Benchmark Investments, LLC By: Name: Sxx Xxxxxxxxxx Title: Supervisory Principal 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 EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above written. Very truly yours, TC BIOPHARM (HOLDINGS) PLC GRAPHEX GROUP 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: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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 as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC XTI AEROSPACE, INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx 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 heretoChief Executive Officer THINKEQUITY LLC By: EX XXXXXX, division of Benchmark Investments, LLC /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: EX Xxxxxx, division Head of Benchmark Investments, LLC Number of Firm Shares:Investment Banking

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenbelow. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: Name: Exxx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as the Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:• Capitalized terms used in this Schedule shall have the meanings assigned to such terms in the Agreement to which this Schedule is 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 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 us. Very truly yours, Puhui Wealth Investment Management Co., Ltd. By: Name: Ji Zhe Title: Chief Executive Officer Confirmed and accepted as of the date first above written. Very truly yours, TC BIOPHARM (HOLDINGS) PLC : By: Name: Dxxxxx Xxxxxx 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, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:Chief Executive Officer

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC RELIANCE GLOBAL GROUP, 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, division of Benchmark Investments, LLC Inc. By: Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:Shares and Accompanying Firm Warrants: Number of Option Shares and Accompanying Option Warrants: Public Offering Price per Share and Accompanying Warrant: Underwriting Discount per Share and Accompanying Firm Warrant: Proceeds to Company per Share and Accompanying Warrant (before expenses): 1. [_____] 4. 5.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: Name: Mxxxxx 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: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares: A. G.P./ALLIANCE GLOBAL PARTNERS

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 as of us. Very truly yours, By: /s/ Dx. Xxxxx Xxxx Ferro Name: Dx. Xxxxx Xxxx Ferro Title: President and Chief Executive Officer Accepted on the date first above written. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: Name: Title: Confirmed as of the date first written above mentioned, Acting severally on behalf of itself and as Representative one of the Representatives of the several Underwriters named on in Schedule 1 heretoI annexed hereto By: EX XXXXXX, division of Benchmark Investments, LLC /s/ Cxxxxxxx X. Xxxxxx Name: Cxxxxxxx X. Xxxxxx Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:Managing 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 as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC LASER PHOTONICS CORPORATION By: Name: Title: Xxxxx Xxxxxxx President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXXBy: Xxxxxxxx Xxxxxx Managing Director Alexander Capital, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC L.P. [●] TOTAL Number of Firm Shares:: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] None.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC SHIFTPIXY, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares: A. G.P./ALLIANCE GLOBAL PARTNERS

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC AIM IMMUNOTECH INC. By: /s/ Txxxxx X. Xxxxxx Name: Mx. Xxxxxx X. Equels 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: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares: A. G.P./ALLIANCE GLOBAL PARTNERS

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: Name: Dxxxx 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: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC BK TECHNOLOGIES CORPORATION By: /s/ Tixxxxx X. Xxxxx Name: TitleTixxxxx X. Xxxxx Tilte: 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: EX XXXXXXTHINKEQUITY A Division of Fordham Financial Management, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: /s/ Cxxx Xxx Hung 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 1 heretoUnderwriter: EX XXXXXX, division of Benchmark Investments, LLC NameBy: /s/ Dxxxx X. Xxxxxxxxxx Title: EX Xxxxxx, division Director of Benchmark Investments, LLC Number of Firm Shares:Investment Banking

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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 as of the date first above writtenbelow. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: /s/ Hxxx Xxxxx Name: Hxxx Xxxxx Title: CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters Underwriter named on Schedule 1 hereto: EX XXXXXX: Network 1 Financial Securities, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:Inc. Brilliant Norton Securities Company Limited Total 5,000,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC ESPORTS ENTERTAINMENT GROUP, INC. By: Name: Title: Xxxxx Xxxxxxx Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXXMAXIM GROUP LLC Xxxxxxxx X. Xxxxxx Executive Managing Director, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:Investment Banking

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: Name: Kxxxxxx Xxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares: A. G.P./ALLIANCE GLOBAL PARTNERS TOTAL

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC ISIGN SOLUTIONS INC. By: :. /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. 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: EX XXXXXXXXXXXX XXXXXX & CO., division of Benchmark Investments, LLC LLC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: EX Xxxxxx, division Head of Benchmark Investments, LLC Number of Firm Shares:Investment Banking/Underwritings

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC SYNTHETIC BIOLOGICS, INC. By: /s/ Sxxxxx X. Xxxxxxxxxx Name: Sxxxxx X. Xxxxxxxxxx Title: Interim Chief Executive Confirmed 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, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares: A. G.P./ALLIANCE GLOBAL PARTNERS

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC APPLIED UV, INC. By: Name: Mxx Xxxx Title: Confirmed as of President Accepted by the date first written above mentionedRepresentative, on behalf of acting for itself and as Representative of the several Underwriters named on Schedule 1 I hereto: EX XXXXXX, division of Benchmark Investments, LLC Name: Dxxxx X. Xxxxxxxxxx Title: EX Xxxxxx, division Director of Benchmark Investments, LLC Number of Firm Shares:Investment Banking

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC ACTIVECARE, INC. By: Name: Xxxxxxx X. 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: EX XXXXXX, division of Benchmark Investments, LLC By: Name: Xxxx Xxxx Title: EX Xxxxxx, division Head of Benchmark Investments, LLC Investment Banking/Underwritings Number of Firm Shares: Number of Firm Preferred Shares:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC SIDUS SPACE, INC. By: /s/ Cxxxx Xxxxx Name: Cxxxx 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: EX XXXXXX, division of Benchmark Investments, THINKEQUITY LLC By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: EX Xxxxxx, division Head of Benchmark Investments, LLC Number of Firm Shares:Investment Banking

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-non- compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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 as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC ROADZEN INC. By: /s/ Jxxx-Xxxx Xxxxxxxx Name: Jxxx-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 heretomentioned By: EX XXXXXX, division of Benchmark Investments, LLC /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: EX XxxxxxManaging Director, division Head of Benchmark Investments, LLC Number of Firm Shares:Equity Syndicate

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC ONCOSEC MEDICAL INCORPORATED By: /s/ Dxxxxx X. X’Xxxxxx Name: Mx. Xxxxxx X. O’Connor 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: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares: A. G.P./ALLIANCE GLOBAL PARTNERS

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC VEG HOUSE HOLDINGS INC. By: Name: Xxxxxxxxx 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: EX XXXXXX, division of Benchmark Investments, LLC By: ________________________ Name: Title: EX Xxxxxx, division : 1. [●] 2. [●] 3. [●] 4. [●] 5. [●] For the Purchase of Benchmark Investments, LLC Number [____] Common Shares of Firm Shares:VEG HOUSE HOLDINGS INC.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: /s/ Dxxxx Xxxxxx Name: Dxxxx 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: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above written. Very truly yours, TC BIOPHARM (HOLDINGS) PLC BELIVE HOLDINGS 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, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC CYTOSORBENTS CORPORATION By: Name: Pxxxxxx Xxxx Title: Confirmed as of the date first written above mentioned, on behalf of itself President and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, division of Benchmark InvestmentsCEO BREAN CAPITAL, LLC By:___________________________ Name: Title: EX Xxxxxx: X. XXXXXXXXXX AND CO., division of Benchmark InvestmentsLLC X. XXXXXXXXXX AND CO., LLC Number of Firm Shares:LLC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between among the Underwriters 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 us. Very truly yours, PURO WATER GROUP, INC. By:________________________________ Name: Xxxx Xxxx Title: President Accepted as of the date first above written. Very truly yoursNew York, TC BIOPHARM (HOLDINGS) PLC New York XXXXXXX EQUITIES, INC. By: :_________________________________ Name: Xxxxxx X. Xxxxxx 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, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:Managing Director TABLE OF CONTENTS

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Underwriting Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Underwriting Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Underwriting Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Underwriting Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] . Exhbit 1.1 If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate by signing in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. . Very truly yours, TC BIOPHARM (HOLDINGS) PLC CHINA SLP FILTRATION TECHNOLOGY, INC. By: Name: Title: Confirmed as of Accepted on the date first written above mentionedwritten, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 heretoUnderwriters. By: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares: Exhbit 1.1 Schedule I Exhbit 1.1 Schedule II

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above written. Very truly yours, TC BIOPHARM (HOLDINGS) PLC JXXXXXX INC. By: Name: Bxxxx Xxxxxxx Title: Chief Executive Officer and President 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: EX XXXXXX, division of Benchmark InvestmentsSPARTAN CAPITAL SECURITIES, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: Name: Xxxxxx (Jeet) Basi 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: EX XXXXXX, division of Benchmark Investments, LLC By: Name: Xxxx Xxxx Title: EX Xxxxxx, division Head of Benchmark Investments, Investment Banking ThinkEquity LLC ♦ ♦ TOTAL ♦ ♦ Number of Firm Shares:: ♦ Number of Option Shares: ♦ Public Offering Price per Share: $♦ Underwriting Discount per Share: $♦ Underwriting Non-accountable expense allowance per Share: $♦ Proceeds to Company per Share (before expenses): $♦ None. None.

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 the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC BrilliA 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: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares: A. G.P./ALLIANCE GLOBAL PARTNERS

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above written. Very truly yours, TC BIOPHARM (HOLDINGS) PLC MIRA PHARMACEUTICALS, INC. By: Name: Exxx Xxxxxx Title: Chief Executive Officer division of Kingswood Capital Partners, LLC 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 XXXXXXKingswood Investments, division of Benchmark InvestmentsKingswood Capital Partners, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:LLC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC THE GLIMPSE GROUP, 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 XXXXXXKINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, LLC Inc. Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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 as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC CEL-SCI CORPORATION By: /s/ Xxxxx X. Kersten Name: Xxxxx X. Kersten 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: EX XXXXXX, division of Benchmark Investments, THINKEQUITY LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: EX Xxxxxx, division Head of Benchmark Investments, LLC Number of Firm Shares:Investment Banking

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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 as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: Name: Xxxxx X. Kersten 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: EX XXXXXX, division of Benchmark Investments, LLC Name: Xxxx Xxxx Title: EX Xxxxxx, division Head of Benchmark Investments, LLC Number of Firm Shares:Investment Banking

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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 as of the date first above writtenbelow. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters Underwriter named on Schedule 1 hereto: EX XXXXXX: Network 1 Financial Securities, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC COCRYSTAL PHARMA, INC. By: /s/ Gxxx Xxxxxx Name: Gxxx 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: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares: A. G.P./ALLIANCE GLOBAL PARTNERS

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenbelow. Very truly yours, TC BIOPHARM (HOLDINGS) PLC 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, division By: Name: Xxxxxx Xxxxx Title: Chief Compliance Officer On behalf of Benchmark Investmentseach of the Underwriters Xxxxxxx Xxxx Capital, LLC Name: Title: EX XxxxxxTail Fee due to Dinosaur Financial Group, division of Benchmark InvestmentsLLC, LLC Number of Firm Sharesfor any investment in the Offering made by:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC CYTOSORBENTS CORPORATION By: Name: Pxxxxxx Xxxx Title: President and CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC PARETEUM CORPORATION By: /s/ Rxxxxx X. Xxxxxx Name: Rxxxxx X. Xxxxxx 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: EX XXXXXX, division of Benchmark InvestmentsJXXXXX XXXXXX & CO., LLC By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: EX Xxxxxx, division Head of Benchmark Investments, LLC Number of Firm Shares:Investment Banking/Underwritings

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC SURGEPAYS, 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, division of Benchmark Investments, LLC By: Name: [*] Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:[*]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way 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 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 us. VERY TRULY YOURS, GLOBAL TELECOMMUNICATION SOLUTIONS, INC. By: ------------------------------------- Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer Accepted as of the date first above written. Very truly yoursNEW YORK, TC BIOPHARM NEW YORK GKN SECURITIES CORP. (HOLDINGS) PLC By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of for itself and as Representative of the several Underwriters named listed on Schedule 1 I hereto) By: EX XXXXXX, division of Benchmark Investments, LLC Name: ------------------------------- Xxxxxxx X. Xxxxxx Title: EX XxxxxxSenior Vice President SCHEDULE I GLOBAL TELECOMMUNICATION SOLUTIONS, division INC. 2,000,000 Shares of Benchmark Investments, LLC Number of Firm Shares:Common Stock

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC AYTU BIOSCIENCE, INC. By: /s/ Gxxxxxx X. Xxxxx Name: Gxxxxxx 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: EX XXXXXX, division of Benchmark Investments, LLC By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: EX Xxxxxx, division Head of Benchmark Investments, LLC Number of Firm Shares:Investment Banking/Underwritings

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC STAFFING 360 SOLUTIONS, INC. By: /s/ Bxxxxxx Xxxxx Name: Bxxxxxx Xxxxx Title: Chairman and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenbelow. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: Name: Xxxxxxxxx Xxxxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: EX XxxxxxOn behalf of each of the Underwriters The Benchmark Company, LLC ThinkEquity, a division of Benchmark InvestmentsFordham Financial Management, LLC Number of Firm Shares:Inc. Xxxxxxxxx Xxxxxxxxxx Xxxxx Xxxx Xxxx Xxxxxxx Xxxx Xxxxxxxxx Xxxxx Xxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters 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 as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC BIOVIE INC. By: /s/ Xxxxx X. Do Name: Xxxxx X. Do 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 heretoPresident & CEO THINKEQUITY LLC By: EX XXXXXX, division of Benchmark Investments, LLC /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: EX XxxxxxManaging Director, division Head of Benchmark Investments, LLC Number of Firm Shares:Equity Syndicate

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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 as of the date first above writtenbelow. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: BRB Foods Inc. Name: Xxxxx Xxxxxxxxx Title: CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters Underwriter named on Schedule 1 hereto: EX XXXXXX: Network 1 Financial Securities, division of Benchmark Investments, LLC Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares:Inc. Total [ ]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above writtenus. Very truly yours, TC BIOPHARM (HOLDINGS) PLC ADIAL PHARMACEUTICALS, INC. By: Name: Title: 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: EX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Shares: