Common use of Waiver, etc Clause in Contracts

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

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter Agreement shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. VOCODIA HOLDINGS CORP By: Name: Title: Xxxxx Xxxxxxx Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.ALEXANDER CAPITAL, LLC. L.P. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings Xxxxxxxx Xxxxxx Managing Director [ISSUER] – Vocodia Holdings Corp - Underwriting Agreement Signature Page] SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Alexander Capital, LLC Number of Overallotment Shares Number of Overallotment Warrants L.P. 1,000,000 150,000 TOTAL 1,000,000 150,000 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 1,000,000 Number of Option Shares: [●] Number of Option Warrants: [●] 150,000 Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B UnitShare: $[●] Underwriting Discount Non-accountable expense allowance per Class B UnitShare: $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Parties1 Directors & Officers: Xxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxx Xxx X. Xxxxxx 1 CMF to update/confirm EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November [___], 2017 2023 Alexander Capital, L.P., as Representative 00 Xxxxx Xxxxxx Xxxxxx & Co.New York, LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 New York 10004 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.you, LLC as representative (the “Representative”) proposes of the several Underwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc.Vocodia Holdings Corp, a New Jersey Wyoming corporation (the “Company”), providing for the initial public offering (the “Initial Public Offering”) by the several underwriters named in Schedule 3 of the Underwriting Agreement of shares of common stock, no par value $0.0001 per share, of the Company (the “Common Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Representative to continue its efforts in connection with the Initial Public Offering, shares of Series A Convertible Preferred Stockthe undersigned hereby agrees that, no par value per share, without the prior written consent of the Company Representative, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Preferred SharesProspectus”) and warrants relating to purchase common stock the Initial Public Offering (the “Warrants” and together Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the Common Shares and Preferred Sharesundersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesNEPHROGENEX, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCAEGIS CAPITAL CORP. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] NEPHROGENEX, INC.– Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Class A Units Shares to be Purchased Total Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Warrants to be Purchased Number of Overallotment Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Overallotment Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. [•] [•] [•] [•] TOTAL [•] [•] [•] [•] SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●•] Number of Class B UnitsFirm Warrants: [●•] Number of Option Shares: [●•] Number of Option Warrants: [●•] Public Offering Price per Class A UnitShare: $[●•] Offering Price per Warrant: $[•] Underwriting Discount per Class A UnitShare: $[●] Public Offering Price per Class B Unit: $[●•] Underwriting Discount per Class B UnitWarrant: [•] Proceeds to Company per Share (before expenses): $[•] Proceeds to Company per Warrant (before expenses): $[•] Underwriting Non-accountable expense allowance per Share: $[●•] Underwriting Non-accountable expense allowance per Warrant: $ [•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus Prospectus, dated December 8June 25, 2017 (Registration No2015, relating to Preliminary Prospectus, dated June 25, 2015. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___Care Capital Investments III, 2017 LP Care Capital Offshore Investments III, LP Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesCO-DIAGNOSTICS, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.WALLACHBETH CAPITAL, LLCLLC By: Name: Title: NETWORK 1 FINANCIAL SECURITIES, INC. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] CO-DIAGNOSTICS, INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised WallachBeth Capital, LLC Number of Overallotment Shares Number of Overallotment Warrants - - Network 1 Financial Securities, Inc. - - TOTAL - - 42 SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B UnitsFirm Shares: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B UnitShare: $[●] Underwriting Discount Non-accountable expense allowance per Class B UnitShare: $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties Xxxxxx X. Xxxx Xxxxx Xxxxxxxxxxx Xxxx X Xxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx Legends Capital Group, LLC CoDiagnostics, Ltd. Reagents, LLC 44 SCHEDULE 4 Subsidiaries and Affiliates DNA Logix, Inc. Xxxx Rapid Response, Inc. EXHIBIT A Form of Representative’s Representatives’ Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) [__________] OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, 2017 Xxxxxx Xxxxxx & Co.OR (II) A BONA FIDE OFFICER OR PARTNER OF [__________] OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE (1) YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., LLC 000 Xxxxxxx XxxxxxEASTERN TIME, 00xx Xxxxx Xxx Xxxx[_______________] [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [ ] Shares of Common Stock of CO-DIAGNOSTICS, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”)INC.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesDIGITAL BRANDS GROUP, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.KINGSWOOD CAPITAL MARKETS, LLC. division of Benchmark Investments, Inc. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] DIGITAL BRANDS GROUP, INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares and Accompanying Firm Warrants to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares and Accompanying Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital Markets, LLC Number division of Overallotment Shares Number of Overallotment Warrants Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] 2,000,000 Number of Class B UnitsFirm Warrants: [●] 2,000,000 Number of Option Shares: [●] 300,000 Number of Option Warrants: [●] 300,000 Public Offering Price per Class A UnitFirm Share and Firm Warrant: $[●] Underwriting Discount per Class A Unit: $[●] 5.00 Public Offering Price per Class B UnitOption Share and Option Warrant: $[●] 5.00 Underwriting Discount per Class B UnitFirm Share and Firm Warrant: $[●] 0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8FWP filed with the Commission on April 28, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] 2021 SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Parties

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

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesSPLASH BEVERAGE GROUP, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.KINGSWOOD CAPITAL MARKETS, LLC. division of Benchmark Investments, LLC By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares and Accompanying Firm Warrants to be Purchased Number of Class B Units Xxxxxx Additional Option Shares and Accompanying Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital Markets, division of Benchmark Investments, LLC 3,500,000 562,500 Jxxxxx Xxxxxx & Co., Co. LLC Number of Overallotment Shares Number of Overallotment Warrants 250,000 0 TOTAL 3,750,000 562,500 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] 3,750,000 Number of Class B UnitsFirm Warrants: [●] 3,750,000 Number of Option Shares: [●] 562,500 Number of Option Warrants: [●] 562,500 Public Offering Price per Class A UnitFirm Share and Firm Warrant: $[●] Underwriting Discount per Class A Unit: $[●] 4.00 Public Offering Price per Class B UnitOption Share and Option Warrant: $[●] 4.00 Underwriting Discount per Class B UnitFirm Share and Firm Warrant: $[●] 0.32 Underwriting Discount per Option Share and Option Warrant: $0.32 Underwriting Non-accountable expense allowance per Firm Share and Firm Warrant: $0.04 Underwriting Non-accountable expense allowance per Option Share and Option Warrant: $0.04 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $3.64 Proceeds to Company per Option Share and Option Warrant (before expenses): $3.64 In compliance with guidelines of the Financial Industry Regulatory Authority (FINRA), the maximum consideration or discount to be received by any FINRA member will not exceed 11% of the aggregate proceeds of the offering. SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesGREAT BASIN SCIENTIFIC, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.XXXXX SECURITIES, LLCINC. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] GREAT BASIN SCIENTIFIC, INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Class A Units to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Overallotment Shares Number of Overallotment Option Warrants to be Purchased if the Over- Allotment Option is Fully Exercised Xxxxxx Xxxxx Securities, Inc. Newbridge Securities Corporation Newport Coast Securities, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Class A Units: [●—] Number of Class B Firm Shares included in the Units: [●—] Number of Firm Series A Warrants included in the Units: [—] Shares underlying Firm Series A Warrant: [—] Shares underlying Firm Series B Warrant: [—] Number of Option Shares: [●—] Number of Shares underlying Option WarrantsSeries A Warrant: [●—] Shares underlying Option Series B Warrant: [—] Public Offering Price per Class A Unit: $[●—] Underwriting Discount per Class A Unit: $[●—] Public Offering Price Underwriting Non-accountable expense allowance per Class B Unit: $[●—] Underwriting Discount Purchase Price per Class B UnitOption Share: $[●—] Purchase Price per Option Warrant: $[—] Proceeds to Company per Unit (before expenses): $[—] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___LOCK-UP AGREEMENT , 2017 Xxxxxx Xxxxxx & Co.2014 XXXXXX XXXXX SECURITIES, LLC INC. as the Underwriter pursuant to the Underwriting Agreement referred to below Xxx Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx XxxxxxXxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Re: GREAT BASIN SCIENTIFIC INC. - INITIAL PUBLIC OFFERING Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.you, LLC as the underwriter (the “RepresentativeUnderwriter”) proposes propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx BiosciencesGreat Basin Scientific, Inc., a New Jersey Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) by the Underwriter of shares units consisting of one share of the Company’s common stock, no par value $0.001 per share, of the Company share (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock one Series A Warrant (the “Warrants” and together with the Common Shares and Preferred SharesStock, the “Units”), all as more fully described in the prospectus which is part of the Company’s registration statement on Form S-1 filed with the Securities Exchange Commission on or about August 8, 2014, as shall be amended from time to time (the “Registration Statement”). In consideration of the Underwriter’s agreement to purchase and make the Public Offering of the Units, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, other than as set forth below, without the prior written consent of Xxxxxx Xxxxx Securities, Inc., the undersigned will not, for a period commencing on the effective date of the Registration Statement (the “Effective Date”) and ending 180 days after the Effective Date (such 180 day period, the “Lock-Up Period”): (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, or any securities of the Company that are substantially similar to the Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock (including, but not limited to, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (the “Lock-Up Securities”).; or (2) enter into any swap, option, future, forward or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities including but not limited to the exercise of any warrants, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed Units or Common Stock the undersigned may purchase in the Public Offering. The restrictions contained in this Lock Up Agreement shall not apply to the following:

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, Xxxxx BiosciencesGUARDION HEALTH SCIENCES, Inc. INC. By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Confirmed Chief Executive Officer Accepted by the Representatives, acting for themselves and as Representatives of the Underwriters named on Schedule 2 hereto, as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 heretowritten: XXXXXX XXXXXX & CO., LLC. MAXIM GROUP LLC By: /s/ Cxxxxxxx X. Xxxxxx Name: Xxxx Xxxx Cxxxxxxx X. Xxxxxx Title: Head of Executive Managing Director, Investment Banking/Underwritings [ISSUER] – Banking WALLACHBETH CAPITAL, LLC By: /s/ Dxxxxx Xxxxx Name: Dxxxxx Xxxxx Title: Chief Compliance Officer Underwriting Agreement SCHEDULE 1 Schedule of Underwriters Underwriter Total Number of Class A Units Closing Shares to be Purchased Total Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Pre-Funded Warrants to be Purchased Total Number of Overallotment Shares Number of Overallotment Traditional Warrants SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] to be Purchased Number of Option Shares: [●] Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Maxim Group LLC 5,400,000 450,000 5,850,000 877,500 877,500 WallachBeth Capital, LLC 5,400,000 450,000 5,850,000 877,500 877,500 Westpark Capital, Inc. 1,200,000 100,000 1,300,000 195,000 195,000 TOTAL 12,000,000 1,000,000 13,000,000 1,950,000 1,950,000 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 2 List of Lock-Up Parties Mxxxxxx Xxxxxx Rxxxxx Xxxxxxxxxx Mxxx Xxxxxxxxx Dxxxx X. Xxxxx Dxxxxx X. Xxxxxxxx Jxxx Xxxxxxxx Vxxxxxx X. Xxxx Lxxx Xxxxxxx EXHIBIT A Form of Representative’s Pre-Funded Warrant Agreement -33- EXHIBIT B Form of Traditional Warrant EXHIBIT C Form of Representatives’ Warrant -35- EXHIBIT D Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesRUTHIGEN, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.DXXXXX XXXXX SECURITIES, LLCINC. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] Ruthigen, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Overallotment Shares Number of Overallotment Option Warrants to be Purchased if the Over- Allotment Option is Fully Exercised Dxxxxx Xxxxx Securities, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Class A Units: [●•] Number of Class B Firm Shares included in the Units: [●•] Number of Firm Series A Warrants included in the Units: [•] Shares underlying Firm Series A Warrant: [•] Shares underlying Firm Series B Warrant: [•] Number of Option Shares: [●•] Number of Shares underlying Option WarrantsSeries A Warrant: [●•] Shares underlying Option Series B Warrant: [•] Public Offering Price per Class A Unit: $[●•] Underwriting Discount per Class A Unit: $[●•] Public Offering Price Underwriting Non-accountable expense allowance per Class B Unit: $[●•] Underwriting Discount Purchase Price per Class B UnitOption Share: [.] Purchase Price per Option Warrant: [.] Proceeds to Company per Unit (before expenses): $[●•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Hojabr Axxxx Xxxxxx Hxxxxx Rxxxxxx Xxxxxx Gxxxxxx Xxxxxx Oculus Innovative Sciences, Inc. EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation EXHIBIT C Form of Press Release [COMPANY] [Date] [COMPANY] (the “Company”)) announced today that Dxxxxx Xxxxx Securities, providing Inc., acting as representative for the underwriters in the Company’s recent public offering (the “Public Offering”) of _______ shares of the Company’s common stock, no par value per share, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, Company’s common stock held by [certain officers or directors] [an officer or director] of the Company (Company. The [waiver] [release] will take effect on _________, 20___, and the “Preferred Shares”) shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and warrants to purchase common stock (such securities may not be offered or sold in the “Warrants” and together with United States absent registration or an exemption from registration under the Common Shares and Preferred SharesSecurities Act of 1933, the “Securities”)as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. RENNOVA HEALTH INC. By: :____________________ Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. By: :____________________________ Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class Firm Series A Units to be Purchased Total Number of Class Firm Series B Units to be Purchased Number of Option Shares and/or Option Preferred Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants LLC. TOTAL SCHEDULE 2-A Pricing Information Number of Class Firm Series A Units: [●•] Number of Class Firm Series B Units: [●•] Number of Option Shares: [●•] Number of Option Preferred Shares: [•] Number of Option Warrants: [●•] Public Offering Price per Class Firm Series A Unit: $[●•] Public Offering Price per Firm Series B Unit: $[•] Underwriting Discount per Class Firm Series A Unit: $[●•] Public Offering Price Underwriting Discount per Class Firm Series B Unit: $[●•] Underwriting Discount Non-accountable expense allowance per Class Firm Series A Unit: $[•] Underwriting Non-accountable expense allowance per Firm Series B Unit: $[●•] Proceeds to Company per Firm Series A Unit (before expenses): $[•] Proceeds to Company per Firm Series B Unit (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Xxxxxx Xxxxx Xxxxxx X. Xxxx Xxxxx X. Xxxxx Dr. Xxxx Xxxxxxxx Xxxxxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxxx Xxx EXHIBIT A Form of Representative’s WARRANT TO PURCHASE COMMON STOCK RENNOVA HEALTH, INC. Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November Shares: _______ Initial Exercise Date: ______, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC 2016 THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, _____________ or its assigns (the “Underwriting AgreementHolder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2016 (the “Initial Exercise Date”) and, in accordance with Xxxxx BiosciencesFINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rennova Health, Inc., a New Jersey Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to ______ shares of common stockCommon Stock, no par value $0.01 per share, of the Company (the “Common Warrant Shares”), shares as subject to adjustment hereunder. The purchase price of Series A Convertible Preferred Stockone share of Common Stock under this Warrant shall be equal to the Exercise Price, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesIMAC Holdings, Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.Dxxxxx Xxxxx Securities, LLC. Inc. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriters Underwriter Total Number of Class A Units to be Purchased Number of Class B Units Xxxxxx Xxxxxx Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Option Warrants to be Purchase if the Over-Allotment Option is Fully Exercised Dxxxxx Xxxxx Securities, Inc. Cxxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants Total SCHEDULE 2-A Pricing Information Number of Class A Firm Shares underlying the Units: [●] Number of Class B Firm Warrants underlying the Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Value of each Unit attributable to Firm Share: $[●] Value of each Unit attributable each Firm Warrant: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Underwriting Non-accountable expense allowance per Unit: $[●] Proceeds to Company per Unit (before expenses): $[●] Price per Class B UnitOption Share: $[●] Underwriting Discount per Class B UnitOption Share: $[●] Price per Option Warrant: $[●] Underwriting Discount per Option Warrant: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___[●], 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx 2018 Dxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx BiosciencesSecurities, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, Xxxxx BiosciencesLead Real Estate Co., Inc. Ltd By: Name: Xxxx 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: XXXXXX XXXXXX & CO.Network 1 Financial Securities, LLC. Inc. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Signature Page to Underwriting Agreement SCHEDULE 1 Underwriter Underwriters Total Number of Class A Units ADSs to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants ADSs to be Purchased if the Allotment Option is Fully Exercised Total Schedules and Exhibits SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 2 List of Lock-Up Parties • EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ____________, 2017 2022 Network 1 Financial Securities, Inc. 0 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.Network 1 Financial Securities, LLC Inc., the representative in the Company’s recent Public Offering (as defined below) (the “Representative”) ), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx BiosciencesLead Real Estate Co., Inc.Ltd, a New Jersey joint-stock corporation with limited liability formed under the laws of Japan (the “Company”), providing for the initial public offering (the “Public Offering”) of shares of common stock, no par value per share, a certain number of the Company Company’s American Depositary Shares (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “WarrantsADSs” and together with the Common Shares and Preferred Shares, or the “Securities”) of the Company. To induce the underwriters to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, during the period commencing on the date of the Underwriting Agreement and ending one hundred and eighty (180) days after such date (the “Lock-Up Period”): (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs or any securities convertible into or exercisable or exchangeable for ADSs, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”).; (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of the Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. If (i) the Company issues an earnings or material news press release, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, unless the Representative waives such extension. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire ADSs, or securities exchangeable or exercisable for or convertible into ADSs, provided that the undersigned does not transfer the acquired on such exercise or exchange during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any ADSs or any securities convertible into or exercisable or exchangeable for Shares within the Lock-Up Period). The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s ADSs subject to this lock-up agreement. The undersigned understands that the Company and the underwriters are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. The Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. The undersigned acknowledges that no assurances are given by the Company or the underwriters that this Public Offering will be consummated. This lock-up agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, (Name - Please Print) (Signature) (Name of Signatory, in the case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: Email: Date:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] Underwriting Agreement If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, Xxxxx BiosciencesAditx Therapeutics, Inc. By: Name: Amro Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.Xxxxxx Xxxxx Securities, LLC. Inc. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Number of Class B Units Firm Securities to be Purchased Xxxxxx Xxxxxx & Co.Xxxxx Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants Inc., [●] [●] Total: [●] SCHEDULE 2-A 2 Pricing Information Number of Class A UnitsFirm Shares: [●1,900,000] Number of Class B UnitsFirm Warrants: [●1,900,000] Number of Option Shares: [●285,000] Number of Option Warrants: [●285,000] Public Offering Price per Class A Unitone Firm Share and one Firm Warrant: $[●5.50] Underwriting Discount per Class A Unitone Firm Share and one Firm Warrant: $[●0.44] Public Offering (8.0%) Price per Class B UnitOption Share: $[●5.49] Underwriting Discount per Class B UnitOption Share: $[●0.4392] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications Price per Option Warrant: $[None.0.01] SCHEDULE 3 List of Lock-Up Parties Underwriting Discount per Option Warrant: $[0.0092] EXHIBIT A Form of Representative’s Warrant Agreement Unit Purchase Option EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesPRESIDIO PROPERTY TRUST, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.KINGSWOOD CAPITAL MARKETS, LLC. a division of Benchmark Investments, Inc. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUERSIGNATURE PAGE] PRESIDIO PROPERTY TRUST, INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital Markets, a division of Benchmark Investments, Inc. Spartan Capital Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants WestPark Capital, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●•] Number of Option Shares: [●] Number of Option Warrants: [●•] Public Offering Price per Class A UnitShare: $[●•] Underwriting Discount per Class A UnitShare: $[●•] Public Offering Price Proceeds to Company per Class B Unit: Share (before expenses): $[●] Underwriting Discount per Class B Unit: $[●•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [NoneTo be updated.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesDIGITAL ALLY, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCAEGIS CAPITAL CORP. By: Name: Xxxx Xxxx Dxxxx X. Xxxxx Title: Co-Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Banking By: Name: Jxxxxx X. Xxxxx Title: Co-Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Additional Shares Number of Overallotment Warrants to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Aegis Capital Corp. Total SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 2,521,740 Number of Option Shares: [●] Number of Option Warrants: [●] 378,260 Public Offering Price per Class A UnitShare: $[●] 1.15 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.0805 Non-accountable Expense Allowance per Class B UnitShare: $[●] Underwriting Discount 0.0115 Proceeds to Company per Class B UnitShare: $[●] 1.058 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties Name Sxxxxxx X. Xxxx Dxxxxx X. Xxxxxxxx Txxxxx X. Xxxxxxx Lxxxx X. Xxxxxx Mxxxxxx X. Xxxxxxxxx EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation 37 EXHIBIT B Form of Press Release [COMPANY] [Date] [COMPANY] (the “Company”)) announced today that Aegis Capital Corp., providing acting as representative for the underwriters in the Company’s recent public offering (the “Public Offering”) of _______ shares of the Company’s common stock, no par value per share, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, Company’s common stock held by [certain officers or directors] [an officer or director] of the Company (Company. The [waiver] [release] will take effect on _________, 20___, and the “Preferred Shares”) shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and warrants to purchase common stock (such securities may not be offered or sold in the “Warrants” and together with United States absent registration or an exemption from registration under the Common Shares and Preferred SharesSecurities Act of 1933, the “Securities”)as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. CEL-SCI Corporation By: Name: Geert R. Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCAEGIS CAPITAL CORP. By: Name: Xxxx Xxxx Dxxxx X. Xxxxx Title: Co-Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Banking AEGIS CAPITAL CORP. Name: Jxxxxx X. Xxxxx Title: Co-Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Additional Shares Number of Overallotment Warrants to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp. 606,395 90,959 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] 606,395 Number of Class B Units: [●] Number of Option Additional Shares: [●] Number of Option Warrants: [●] 90,959 Public Offering Price per Class A UnitShare: $[●] 9.07 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price .6349 Proceeds to Company per Class B Unit: Share (before expenses): $[●] Underwriting Discount per Class B Unit: $[●] 8.4351 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Geert R. Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Pxxxxxxx X. Xxxxxxx Dx. Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Xxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesEZFILL HOLDINGS, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. THINKEQUITY LLC By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] EZFILL– Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity LLC Number of Overallotment Shares Number of Overallotment Warrants 6,250,000 937,500 TOTAL 6,250,000 937,500 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 6,250,000 Number of Option Shares: [●] Number of Option Warrants: [●] 937,500 Public Offering Price per Class A UnitShare: $[●] 4.00 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.30 Underwriting Non-accountable expense allowance per Class B UnitShare: $[●] Underwriting Discount 0.04 Proceeds to Company per Class B Unit: Share (before expenses): $[●] 3.66 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C D Written Testing-the-Waters Communications [None.] . Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC, OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK EZFILL HOLDINGS, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC 2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, _____________ or its assigns (the “Underwriting AgreementHolder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2021 (the “Initial Exercise Date”) and, in accordance with Xxxxx BiosciencesFINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from EzFill Holdings, Inc., a New Jersey Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to ______ shares of common stockCommon Stock, no par value $0.0001 per share, of the Company (the “Common Warrant Shares”), shares as subject to adjustment hereunder. The purchase price of Series A Convertible Preferred Stockone share of Common Stock under this Warrant shall be equal to the Exercise Price, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesOPTEX SYSTEMS HOLDINGS, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX JXXXXX XXXXXX & CO., LLC. LLC By: Name: Xxxx Exxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] Optex Systems Holdings, INc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Total Number of Class B Units Xxxxxx Firm Warrants to be Purchased Number of Option Shares and Option Warrants to be Purchased if the Over- Allotment Option is Full Exercised Jxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants TOTAL SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●•] Number of Class B UnitsFirm Warrants: [●•] Number of Option Shares: Shares (assuming full exercise of the Over-Allotment Option): [●•] Number of Option Warrants: Warrants (assuming full exercise of the Over-Allotment Option): [●•] Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A Unit: $[●•] Public Offering Price per Class B UnitWarrant: $[●•] Underwriting Discount per Class B UnitShare: $[●•] Underwriting Discount per Warrant: $[•] Per Share Purchase Price: Per Warrant Purchase Price: Underwriting Non-accountable expense allowance per Share and Warrant: $[•] Proceeds to Company per Share and Warrant (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Directors and Officers - Dxxxx Xxxxxxxxx - Kxxxx Xxxxxxx - Pxxxx Benz 5% or Greater Shareholders - Sileas Corporation EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter, the Company and the CompanySelling Shareholder, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. mF International Limited By: Name: Title: Confirmed as Gaderway Investments Limited By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first written above mentionedwritten. Spartan Capital Securities, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. LLC By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Spartan Capital Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants 1,655,000 248,250 TOTAL 1,655,000 248,250 SCHEDULE 2-A Pricing Information Number of Class A UnitsIPO Shares: [●] 1,655,000 Number of Class B UnitsSelling Shareholder Shares: [●] 221,108 Number of Firm Shares: 1,876,108 Number of Option Shares: [●] Number of Option Warrants: [●] 248,250 Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A UnitFirm Share: $[●] Public Offering Price per Class B UnitOption Share: $[●] Underwriting Discount per Class B UnitFirm Share: $[●] 7% Underwriting Discount per Option Share: 7% SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) [●] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement None EXHIBIT B Form of Lock-Up Agreement November Exhibit B Form of Lock-up Agreement [_____________], 2017 Xxxxxx Xxxxxx & Co., 2023 Spartan Capital Securities LLC 000 Xxxxxxx Xxxxxx40 Xxxxxxxx, 00xx Xxxxx Xxx XxxxXxxxx, Xxx Xxxx 00000 New York, NY 10006 Re: Proposed Initial Public Offering by mF International Limited Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).:

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

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

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

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

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesDIGITAL ALLY, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCAEGIS CAPITAL CORP. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Rxxxxx X. Xxxx, Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Additional Shares Number of Overallotment Warrants to be Purchased if the Over- Allotment Option is Fully Exercised by the Representative Aegis Capital Corp. 3,090,909 463,636 Total 3,090,909 463,636 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 3,090,909 Number of Option Shares: [●] Number of Option Warrants: [●] 463,636 Public Offering Price per Class A UnitShare: $[●] 1.65 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.1155 Proceeds to Company per Class B UnitShare: $[●] Underwriting Discount per Class B Unit: $[●] 1.5345 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

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

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesMARPAI, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. THINKEQUITY LLC By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUERSignature Page] Marpai Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Number of Class A Units Additional Total Number of Class B Units Xxxxxx Xxxxxx & Co., Shares to be Purchased if Firm Shares to be Over-Allotment Option Underwriter Purchased is Fully Exercised ThinkEquity LLC Number of Overallotment Shares Number of Overallotment Warrants 7,400,000 0 TOTAL 7,400,000 0 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 7,400,000 Number of Option Shares: [●] Number of Option Warrants: [●] 0 Public Offering Price per Class A UnitShare: $[●] 1.00 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.07 Underwriting Non-accountable expense allowance per Class B UnitShare: $[●] Underwriting Discount 0.01 Proceeds to Company per Class B Unit: Share (before expenses): $[●] 0.93 Sch. 2-A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333Sch. 2-221746) B SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . Sch. 2-C SCHEDULE 3 List of Lock-Up Parties Officers, Directors and Affiliates: Name Position Xxxxxxx Xxxxxxxx Chief Executive Officer, Secretary and Director Xxxxx Xxxxxxx Chief Financial Officer Xxxxx Xxxxxx Chief Financial Officer Xxxx Xxxxxx President, Product and Development Xxxxx Xxxxx Chairman of the Board of Directors Xxxxxx Xxxxxxxxx Director Xxxxx Xxxx Director Xxxxxx Xxxxxxx Director Xxxxxxx Xxxx Director Xxxxxxx XxXxxxxxx Director Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●]. VOID AFTER 5:00 P.M., EASTERN TIME, [●]. WARRANT TO PURCHASE COMMON STOCK MARPAI, INC. Warrant Shares: _______ Initial Exercise Date: [●], 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC 2023 THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, _____________ or its assigns (the “Underwriting AgreementHolder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [●], 2023, which is six months from the Effective Date (the “Initial Exercise Date”) and, in accordance with Xxxxx BiosciencesFINRA Rule 5110(g)(8)(a), Inc.prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MARPAI, INC., a New Jersey Delaware corporation (the “Company”), providing for the public offering up to ______ shares (the “Public OfferingWarrant Shares”) of shares of Class A common stock, no par value $0.0001 per share, of the Company (the “Common SharesStock”), shares as subject to adjustment hereunder. The purchase price of Series A Convertible Preferred Stockone share of Common Stock under this Warrant shall be equal to the Exercise Price, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] Underwriting Agreement If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, Xxxxx BiosciencesAditx Therapeutics, Inc. By: Name: Amro Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.Xxxxxx Xxxxx Securities, LLC. Inc. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Number of Class B Units Firm Securities to be Purchased Xxxxxx Xxxxxx & Co.Xxxxx Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants Inc. [●] [●] Total: [●] SCHEDULE 2-A 2 Pricing Information Number of Class A Units: Firm Shares (or Preferred Shares): [●] Number of Class B UnitsFirm Warrants: [●] Series A warrants and [●] Series B warrants Number of Option Shares: [●] Number of Option Warrants: [●] Series A warrants and [●] Series B warrants Public Offering Price per Class one Firm Share (or Preferred Share) and one Series A UnitFirm Warrant and one Series B Firm Warrant: $[●] Underwriting Discount per Class one Firm Share (or Preferred Share) and one Series A UnitFirm Warrant and one Series B Firm Warrant: $[●] Public Offering (9.0%) Price per Class B UnitOption Share: $[●] Underwriting Discount per Class B UnitOption Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List Price per set of Lock-Up Parties Option Warrants: $0.01 Underwriting Discount per set of Option Warrants: $0.0091 EXHIBIT A Form of Representative’s Warrant Agreement -27- EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter Agreement shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. BRANCHOUT FOOD INC. By: Name: Title: Exxx Xxxxx Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.ALEXANDER CAPITAL, LLC. L.P. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Jxxxxxxx Xxxxxx Managing Director SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Alexander Capital, LLC Number of Overallotment Shares Number of Overallotment Warrants L.P. 1,250,000 187,500 TOTAL 1,250,000 187,500 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●1,250,000] Number of Option Shares: [●] Number of Option Warrants: [●187,500] Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B UnitShare: $[●] Underwriting Discount Non-accountable expense allowance per Class B UnitShare: $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Directors & Officers: Exxx Xxxxx Dxxxxxx Xxxxx Jxxx Xxxxxxxx Dxxxx Xxxxxx Gxxx Xxxxxxxxxx [●] Stockholders: Exxx Xxxxx Dxxxx Xxxxxx [●] EXHIBIT A Form of Representative’s Warrant Agreement A-1 EXHIBIT B Form of Lock-Up Agreement November [___], 2017 2023 Alexander Capital, L.P., as Representative 10 Xxxxx Xxxxxx Xxxxxx & Co.New York, LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 New York 10004 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.you, LLC as representative (the “Representative”) proposes of the several Underwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, BranchOut Food Inc., a New Jersey Nevada corporation (the “Company”), providing for the initial public offering (the “Initial Public Offering”) by the several underwriters named in [ ] of the Underwriting Agreement of shares of common stock, no par value $0.001 per share, of the Company (the “Common Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Representative to continue its efforts in connection with the Initial Public Offering, shares of Series A Convertible Preferred Stockthe undersigned hereby agrees that, no par value per share, without the prior written consent of the Company Representative, the undersigned will not, during the period commencing on the date hereof and ending 360 days after the date of the final prospectus (the “Preferred SharesProspectus”) and warrants relating to purchase common stock the Initial Public Offering (the “Warrants” and together Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the Common Shares and Preferred Sharesundersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. By: Name: Cxxxx Xxxx “Sxx” Teo Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.EX XXXXXX, LLC. division of Benchmark Investments, LLC By: Name: Xxxx Xxxx Sxx Xxxxxxxxxx Title: Head of Investment Banking/Underwritings [ISSUER] Supervisory Principal Treasure Global Inc – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC 1,995,000 300,000 Jxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants 5,000 - TOTAL 2,000,000 300,000 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 2,000,000 Number of Option Shares: [●] Number of Option Warrants: [●] 300,000 Public Offering Price per Class A UnitFirm Share: $[●] Underwriting Discount per Class A Unit: $[●] 4.00 Public Offering Price per Class B UnitOption Share: $[●] 4.00 Underwriting Discount per Class B UnitFirm Share: $[●] 0.28 Underwriting Discount per Option Share: $0.28 Proceeds to Company per Firm Share (before expenses): $3.72 Proceeds to Company per Option Share (before expenses): $3.72 Underwriting Non-accountable expense allowance per Firm Share: $0.04 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Parties

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

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. CINGULATE INC. By: Name: Sxxxx 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: XXXXXX XXXXXX & CO.BXXXXXXX CAPITAL, LLC. LLC By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Total Number of Class Pre-Funded Warrants Total Number of Firm Series A Warrants to be Purchased Total Number of Firm Series B Units Xxxxxx Xxxxxx & Co.Warrants to be Purchased Total Number of Option Shares if the Over-Allotment Option is Exercised in Full Total Number of Option Series A Warrants if the Over-Allotment Option is Exercised in Full Total Number of Option Series B Warrants if the Over-Allotment Option is Exercised in Full Bxxxxxxx Capital, LLC Number of Overallotment Shares Number of Overallotment Warrants [●] [●] [●] [●] [●] [●] [●] Brookline Capital Markets [●] [●] [●] [●] [●] [●] [●] Lxxxxxx & Company (UK) Ltd. [●] [●] [●] [●] [●] [●] [●] TOTAL [●] [●] [●] [●] [●] [●] [●] SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●__] Number of Class B UnitsPre-Funded Warrants: [●__] Number of Firm Series A Warrants: [__] Number of Firm Series B Warrants: [__] Number of Option Shares: [●__] Number of Option Series A Warrants: [●__] Number of Option Series B Warrants: [__] Public Offering Price per Class Firm Share and accompanying Firm Series A UnitWarrant and Firm Series B Warrant: $[●] Underwriting Discount per Class A Unit: $[●__] Public Offering Price per Class Pre-Funded Warrant and accompanying Firm Series A Warrant and Firm Series B UnitWarrant: [__] Public Offering Price per Option Share: [__] Public Offering Price per Option Series A Warrant and Option Series B Warrant: $0.01 Underwriting Discount per Firm Share and accompanying Firm Series A Warrant and Firm Series B Warrant: [●__] Underwriting Discount per Class Pre-Funded Warrant and accompanying Firm Series A Warrant and Firm Series B UnitWarrant: [__] Underwriting Discount per Option Share: [__] Underwriting Discount per Option Series A Warrant and Option Series B Warrant: $0.0007 Proceeds to the Company (before expenses) per Firm Share and accompanying Firm Series A Warrant and Firm Series B Warrant: [●__] Proceeds to the Company (before expenses) per Pre-Funded Warrant and accompanying Firm Series A Warrant and Firm Series B Warrant: [__] Proceeds to the Company (before expenses) per Option Share: [__] Proceeds to the Company (before expenses) per Option Series A Warrant and Option Series B Warrant: $0.0093 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Sxxxx X. Xxxxxxxx Lxxxx X. Xxx Xxxx Lxxxxx X. Xxxxx Cxxxx X. Xxxxxxxxx Rxxx X. Xxxxx Mxxxxxx Xxxxx Gxxxx Xxxxxx Cxxx Xxxxxxxx Sxxxx Xxxxxxxxx Pxxxxxx Xxxxxxxxx Pxxxx X. Xxxxx EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Series A Warrant EXHIBIT C Form of Series B Warrant EXHIBIT D Form of Representative’s Warrant Agreement EXHIBIT B E Form of Lock-Up Agreement November Lock-Up Agreement ____________, 2017 2023 BXXXXXXX CAPITAL, LLC 500 Xxxxxx Xxxxxx & Co.Xxxxx, LLC Xxxxx 000 Xxxxxxx XxxxxxFort Washington, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 PA 19034 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.Bxxxxxxx Capital, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Cingulate Inc., a New Jersey Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including shares of common stockstock of the Company, no par value $0.0001 per share, of the Company share (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, or the “Securities”). To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending ninety (90) days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Securities or any securities convertible into or exercisable or exchangeable for the Securities, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesNYIAX, Inc. INC. By: Name: . Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.WESTPARK CAPITAL, LLCINC. By: Name: Xxxx Xxxx Xxxxxxx Xxxxxxxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement CEO SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised WestPark Capital, LLC Number of Overallotment Shares Number of Overallotment Warrants Inc. TOTAL 1,875,000 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A UnitShare: $[●] $ Underwriting Discount per Class A UnitShare: $[●] Public Offering Price $ Proceeds to Company per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] Share (before expenses): $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) None Schedule - 2 B SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule - 2 C SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November Ex. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS (180) FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) WestPark Capital, Inc., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF _______________ OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO March [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 2017 Xxxxxx Xxxxxx & Co.EASTERN TIME, LLC 000 Xxxxxxx XxxxxxSeptember [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK NYIAX, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and GentlemenINC. Warrant Shares:_______ Initial Exercise Date: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, or its assigns (the “Underwriting AgreementHolder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after (the “Initial Exercise Date”) and, in accordance with Xxxxx BiosciencesFINRA Rule 5110(g)(8)(A), Inc.prior to at 5:00 p.m. (New York time) on the date that is five years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NYIAX, INC., a New Jersey Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to shares of common stock, no $0.0001 par value per share, of the Company share (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Warrant Shares”) and warrants ), as subject to adjustment hereunder. The purchase common stock (the “Warrants” and together with the price of one share of Common Shares and Preferred Sharesunder this Warrant shall be equal to the Exercise Price, the “Securities”as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. MOKO SOCIAL MEDIA LIMITED By: /s/ Ixx Xxxxxxx Name: Ixx Xxxxxxx Title: CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCAEGIS CAPITAL CORP. By: /s/ Dxxxx Xxxxxx Name: Xxxx Xxxx Dxxxx Xxxxxx Title: Head of Investment Banking/Underwritings Banking [ISSUERSignature Page] MOKO Social Media Limited – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Securities to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number Additional Securities to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. 60,000,000 Ordinary Shares in the form of Overallotment ADSs 9,000,000 Ordinary Shares Number in the form of Overallotment Warrants ADSs TOTAL 60,000,000 Ordinary Shares in the form of ADSs 9,000,000 Ordinary Shares in the form of ADSs SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Securities: [●] Number 60,000,000 Ordinary Shares in the form of Class B Units: [●] ADSs Number of Option SharesSecurities: [●] Number 9,000,000 Ordinary Shares in the form of Option Warrants: [●] ADSs Public Offering Price per Class A UnitSecurity: $[●] 1.70 per ADS Underwriting Discount per Class A UnitSecurity: $[●] Public Offering Price 0.119 per Class B UnitADS Underwriting Non-accountable expense allowance per Firm Security: $[●] Underwriting Discount 0.017 per Class B Unit: ADS Proceeds to Company per Firm Security (before expenses): $[●] 1.564 per ADS Proceeds to Company per Option Security (before expenses): $1.581 per ADS SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Gxxx XxXxxx Lxx Xxxxxxx Xx. Jxxx Xxxxx Dxxxx Xxxxxx Mxxx Xxxxxx & Co., LLC 000 Exxx Xxxxxx Ixx Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Sxxxxxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, Xxxxx BiosciencesNanoVibronix, Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.Dxxxxx Xxxxx Securities, LLC. Inc. By: Name: Xxxx Xxxx Rxxxxx X. Xxxxxx, Xx. Title: Head Chief Executive Officer On behalf of Investment Banking/Underwritings [ISSUER] each of the Underwriters NanoVibronix, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Shares to be Purchased if the Over-Allotment Option is Fully Exercised Dxxxxx Xxxxx Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants SCHEDULE 2-A Pricing Information Number of Class A Units: Inc. [●] Number of Class B Units: [●] Number of Option Shares: Total [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B A Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement Unit Purchase Option 29 EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, Xxxxx BiosciencesCREATD, Inc. INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Chief Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.THE BENCHMARK COMPANY, LLC. LLC By: /s/ Xxxx X. Xxxxx III Name: Xxxx Xxxx X. Xxxxx III Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Senior Managing Director SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised The Benchmark Company, LLC Number of Overallotment Shares Number of Overallotment Warrants 750,000 112,500 Total: 750,000 112,500 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 750,000 Number of Option Shares: [●] Number of Option Warrants: [●] 112,500 Public Offering Price per Class A UnitShare: $[●] 3.40 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.238 Proceeds to Company per Class B UnitShare (before non-accountable expense allowance and other expenses): $3.162 Underwriting Non-accountable expense allowance per Share: $[●] Underwriting Discount per Class B Unit: $[●] 0.0034 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoSch. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] B SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form (including all affiliates of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 persons named below) Directors and Officers: Xxxxxx Xxxxxxx Xxxxxx & Co., LLC 000 Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxx XxXxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

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

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

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesSOBR SAFE, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLCAEGIS CAPITAL CORP. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares and Accompanying Firm Warrants to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Additional Option Shares Number of Overallotment and Accompanying Option Warrants to be Purchased if the Option is Fully Exercised Aegis Capital Corp. 2,352,942 352,941 TOTAL 2,352,942 352,941 34 SCHEDULE 2-A Pricing Information PRICING INFORMATION Number of Class A UnitsFirm Shares: [●] 2,352,942 Number of Class B UnitsFirm Warrants: [●] 4,705,884 Number of Option Shares: [●] 352,941 if exercised Number of Option Warrants: [●] 705,882 if exercised Public Offering Price per Class A UnitFirm Share and two Firm Warrants: $[●] Underwriting Discount per Class A Unit: $[●] 4.25 Public Offering Price per Class B UnitOption Share and Option Warrant: $[●] N/A Underwriting Discount per Class B UnitFirm Share and Firm Warrant: $[●] 0.3825 Underwriting Discount per Option Share and Option Warrant: $0.3825 Proceeds to Company per Firm Share and two Firm Warrants (before expenses): $3.8675 Proceeds to Company per Option Share and Option Warrant (before expenses): N/A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] ISSUER GENERAL USE FREE WRITING PROSPECTUSES SCHEDULE 3 List of LockLIST OF LOCK-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of LockUP PARTIES NAME Executive Officers Xxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxx Non-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Employee Directors Xxxxx Xxx Xxxx, Xxx Xxxxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Xxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] ​ ​ ​ If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesDIGITAL BRANDS GROUP, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.​ KINGSWOOD CAPITAL MARKETS, LLC. division of Benchmark Investments, Inc. ​ By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] ​ DIGITAL BRANDS GROUP, INC. – Underwriting Agreement UNDERWRITING AGREEMENT ​ ​ ​ SCHEDULE 1 Underwriter Total Number ofFirm Shares and Accompanying Firm Warrants to be Purchased Number of Class A Units Number Additional Option Shares and Accompanying Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital Markets, division of Class B Units Xxxxxx Xxxxxx & Co.Benchmark Investments, LLC Number of Overallotment Shares Number of Overallotment Warrants Inc. [●] [●] TOTAL [●] [●] ​ ​ ​ ​ SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] 2,000,000 Number of Class B UnitsFirm Warrants: [●] 2,000,000 Number of Option Shares: [●] 300,000 Number of Option Warrants: [●] 300,000 Public Offering Price per Class A UnitFirm Share and Firm Warrant: $[●] Underwriting Discount per Class A Unit: $[●] 5.00 Public Offering Price per Class B UnitOption Share and Option Warrant: $[●] 5.00 Underwriting Discount per Class B UnitFirm Share and Firm Warrant: $[●] 0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8FWP filed with the Commission on April 28, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] 2021 ​ ​ ​ SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Parties

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

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

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

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesMR2 GROUP, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.THINKEQUITY A Division of Fordham Financial Management, LLC. Inc. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings Joinders The undersigned hereby join in this Agreement and agree to be bound by Sections 2.50 , 5.1 and 5.3 above but only with respect to Marketing Analysts, LLC, acknowledging that each has or will receive material personal benefit from the transactions described herein: MARKETING ANALYSTS, LLC By: (Seal) Rxxxxxx Xxxxxxx, President Rxxxxxx Xxxxxxx /s/ Rxxxxx Xxxxxxx Rxxxxx Xxxxxxx [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, LLC Number a division of Overallotment Shares Number of Overallotment Warrants Fordham Financial Management, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B UnitsFirm Shares: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B UnitShare: $[●] Underwriting Discount Non-accountable expense allowance per Class B UnitShare: $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxx Xxxx Twelve months Mxxxxx Xxxxxxxxx Twelve months Mxxxxxx X. France Six months Jxxx X. Xxxx Twelve months Axxxxxxxx Xxxxxx Twelve months Jxxxx Xxxxxx Twelve months Rxxxxx Xxxxxxx Twelve months Gxxxxxx Rebel Six months Rxxxxxx Xxxxxxx Twelve months Gxxx X. Xxxxx Twelve months Rxxxxxx Xxxxxx Twelve months Exxxxx X. Xxxxxx Six months EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK MR2 GROUP, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC 2019 THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, ThinkEquity, a division of Fordham Financial Management Inc. or its assigns (the “Underwriting AgreementHolder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after __________________, 20191 (the “Initial Exercise Date”) and, in accordance with Xxxxx BiosciencesFINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MR2 Group, Inc., a New Jersey Nevada corporation (the “Company”), providing for the public offering up to ____________________________ shares2 (the “Public OfferingWarrant Shares”) of shares of common stock, no par value $0.001 per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants initially, as subject to adjustment hereunder. The purchase common stock (price of one share of Common Stock under this Warrant shall be equal to the “Warrants” and together with the Common Shares and Preferred SharesExercise Price, the “Securities”as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesSIGNAL GENETICS, Inc. 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: XXXXXX XXXXXX & CO., LLCAEGIS CAPITAL CORP. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Additional Shares Number of Overallotment Warrants to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp. SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] Number of Option Additional Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A UnitShare: $[●] Public Offering Price $ Proceeds to Company per Class B UnitShare (before expenses): $ Underwriting Non-accountable expense allowance per Share: $[●] Underwriting Discount per Class B Unit: $[●] $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer [Free Writing Prospectus dated December 8writing prospectus filed with the SEC on [●], 2017 (Registration No. 333-221746) 2015] SCHEDULE 2-C Written TestingX Xxxxxxx Xxxxxxx-thexxx-Waters Communications [None.] Xxxxxx Xxxxxxxxxxxxxx Xxxx X-0X SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Txxxxx X. Xxxxxxx Dxxxxxx X. Xxxxxxxx LxXxx Alpha LLLP Rxxxx X. Xxxxx, M.D. Dxxxx X. Xxxxxx, R. Ph. LFIT-A Trust LxXxx 2012 Nevada Trust EXHIBIT A Form of Representative’s Warrant Agreement Reference is made to Exhibit 4.2 to the Registration Statement on Form S-1 (File Number 333-201533) of Signal Genetics, Inc., which is incorporated by reference. Exhibit A EXHIBIT B Form of Lock-Up Agreement November [___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 ______] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting AgreementAgreement ”) with Xxxxx BiosciencesSignal Genetics, Inc., a New Jersey Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value $0.01 per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesIMAC Holdings, Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.Dxxxxx Xxxxx Securities, LLC. Inc. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriters Underwriter Total Number of Class A Units to be Purchased Number of Class B Units Xxxxxx Xxxxxx Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Option Warrants to be Purchase if the Over- Allotment Option is Fully Exercised Cxxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants Dxxxxx Xxxxx Securities, Inc. Total SCHEDULE 2-A Pricing Information Number of Class A Firm Shares underlying the Units: [●] Number of Class B Firm Warrants underlying the Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Value of each Unit attributable to Firm Share: $[●] Value of each Unit attributable each Firm Warrant: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Underwriting Non-accountable expense allowance per Unit: $[●] Proceeds to Company per Unit (before expenses): $[●] Price per Class B UnitOption Share: $[●] Underwriting Discount per Class B UnitOption Share: $[●] Price per Option Warrant: $[●] Underwriting Discount per Option Warrant: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___[●], 2017 Xxxxxx Xxxxxx & Co.201 9 Dxxxxx Xxxxx Securities, LLC 000 Inc. 1 Xxxxx Xxxxxxx XxxxxxXxxxxxx, 00xx 0xx Xxxxx Xxx XxxxXxxx Xxxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.Dxxxxx Xxxxx Securities, LLC Inc. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx BiosciencesIMAC Holdings, Inc., a New Jersey corporation Delaware company (the “Company”), providing for the public offering (the “Public Offering”) of shares units (the “Units”), each of which is comprised of one share of common stockstock of the Company, no par value $0.001 per share, of the Company share (the “Common SharesStock”), shares and one warrant to purchase one share of Series A Convertible Preferred Stock, no par value per share, Common Stock of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”)Company.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesMXXX GROUP, Inc. INC. By: Name: Title: Mxxxxxx Xxxx, President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX JXXXXX XXXXXX & CO., LLC. By: Name: Xxxx Exxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Jxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants LLC. TOTAL Sch. 1 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●•] Number of Option Shares: [●] Number of Option Warrants: [●•] Public Offering Price per Class A UnitShare: $[●•] Underwriting Discount per Class A UnitShare: $[●•] Public Offering Price Underwriting Non-accountable expense allowance per Class B UnitShare: $[●•] Underwriting Discount Proceeds to Company per Class B Unit: Share (before expenses): $[●•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) JXXXXX XXXXXX & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF JXXXXX XXXXXX & CO., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK MXXX GROUP, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2017 Xxxxxx 2016 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Jxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC or its assigns (the “RepresentativeHolder”) proposes is entitled, upon the terms and subject to enter into an Underwriting Agreement the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2016 (the “Underwriting AgreementInitial Exercise Date”) and, in accordance with Xxxxx BiosciencesFINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mxxx Group, Inc., a New Jersey Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to ______ shares of common stockCommon Stock, no $0.0001 par value per sharevalue, of the Company (the “Common Warrant Shares”), shares as subject to adjustment hereunder. The purchase price of Series A Convertible Preferred Stockone share of Common Stock under this Warrant shall be equal to the Exercise Price, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, Xxxxx BiosciencesGUARDION HEALTH SCIENCES, Inc. INC. By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Confirmed Chief Executive Officer Accepted by the Representatives, acting for themselves and as Representatives of the Underwriters named on Schedule 2 hereto, as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 heretowritten: XXXXXX XXXXXX & CO., LLC. MAXIM GROUP LLC By: /s/ Cxxxxxxx X. Xxxxxx Name: Xxxx Xxxx Cxxxxxxx X. Xxxxxx Title: Head of Executive Managing Director, Investment Banking/Underwritings [ISSUER] – Banking WALLACHBETH CAPITAL, LLC By: /s/ Dxxxxx Xxxxx Name: Dxxxxx Xxxxx Title: Chief Compliance Officer Underwriting Agreement SCHEDULE 1 Schedule of Underwriters Underwriter Total Number of Class A Units Closing Shares to be Purchased Total Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Pre-Funded Warrants to be Purchased Total Number of Overallotment Shares Number of Overallotment Traditional Warrants SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] to be Purchased Number of Option Shares: [●] Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2Warrants to be Purchased if the Over-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co.Allotment Option is Fully Exercised Maxim Group LLC 11,400,000 850,000 12,250,000 1,837,500 1,837,500 WallachBeth Capital, LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).11,4000,000 850,000 12,250,000 1,837,500 1,837,500 TOTAL 22,800,000 1,700,000 24,500,000 3,675,000 3,675,000

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. Very truly yours, Xxxxx Axxxx Biosciences, Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX JXXXXX XXXXXX & CO., LLC. By: Name: Xxxx Exxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Number of Class A Units Number of Class B Units Xxxxxx Jxxxxx Xxxxxx & Co., LLC 15,500,000 3,675 Number of Overallotment Shares Number of Overallotment Warrants 6,000,000 6,000,000 SCHEDULE 2-A Pricing Information Number of Class A Units: [●] 15,500,000 Number of Class B Units: [●] 3,675 Number of Option Shares: [●] 6,000,000 Number of Option Warrants: [●] 6,000,000 Public Offering Price per Class A Unit: $[●] 0.15 Underwriting Discount per Class A Unit: $[●] 0.0105 Public Offering Price per Class B Unit: $[●] 1,000 Underwriting Discount per Class B Unit: $[●] 70.00 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties Rxxxxxx Xxxxx Jxxx Xxxxxxxx Bxxx Xxxxx Rxxxxxx Xxxxxx III Cxxxxxxxxxx Xxxxxxxxx Gxxx Xxxxx EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) JXXXXX XXXXXX & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF JXXXXX XXXXXX & CO., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK AXXXX BIOSCIENCES, INC. Warrant Shares: _______ Initial Exercise Date: _________, 2017 Xxxxxx 2018 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Jxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC or its assigns (the “RepresentativeHolder”) proposes is entitled, upon the terms and subject to enter into an Underwriting Agreement the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______, 2018 [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Underwriting AgreementInitial Exercise Date”) and, in accordance with Xxxxx FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Axxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to ______ shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Warrant Shares”) and warrants ), as subject to adjustment hereunder. The purchase common stock (price of one share of Common Stock under this Warrant shall be equal to the “Warrants” and together with the Common Shares and Preferred SharesExercise Price, the “Securities”as defined in Section 2(b).

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] Underwriting Agreement If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, Xxxxx BiosciencesAditx Therapeutics, Inc. By: /s/ Amro Xxxxxxx Name: Amro Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.Xxxxxx Xxxxx Securities, LLC. Inc. By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxx Xxxx Xxxxxx X. Xxxxxx, Xx. Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement CEO SCHEDULE 1 Underwriter Total Number of Class A Units Number of Class B Units Firm Securities to be Purchased Xxxxxx Xxxxxx & Co.Xxxxx Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants Inc. 2,400,000 Total: 2,400,000 SCHEDULE 2-A 2 Pricing Information Number of Class A Units: [●] Firm Shares (or Preferred Shares): 2,400,000 Number of Class B UnitsFirm Warrants: [●] 2,400,000 Series A-1 warrants and 2,400,000 Series B-1 warrants Number of Option Shares: [●] 360,000 Number of Option Warrants: [●] 360,000 Series A-1 warrants and 360,000 Series B-1 warrants Public Offering Price per Class A Unitone Firm Share (or Preferred Share) and one Series A-1 Firm Warrant and one Series B-1 Firm Warrant: $[●] 4.00 Underwriting Discount per Class A Unitone Firm Share (or Preferred Share) and one Series A-1 Firm Warrant and one Series B-1 Firm Warrant: $[●] Public Offering 0.36 (9.0%) Price per Class B UnitOption Share: $[●] 3.99 Underwriting Discount per Class B UnitOption Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List 0.3591 Price per set of Lock-Up Parties Option Warrants: $0.01 Underwriting Discount per set of Option Warrants: $0.0009 EXHIBIT A Form of Representative’s Warrant Agreement -28- EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

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

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

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

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesFG FINANCIAL GROUP, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. THINKEQUITY LLC By: Name: Xxxx Exxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] Banking FG Financial Group, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity LLC Number of Overallotment Shares Number of Overallotment Warrants TOTAL Sch. 1 -1 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●_____] Number of Option Shares: [●] Number of Option Warrants: [●_____] Public Offering Price per Class A UnitShare: $[●_____] Underwriting Discount per Class A UnitShare: $[●_____] Public Offering Price Proceeds to Company per Class B Unit: Share (after the underwriting discount and before expenses): $[●] Underwriting Discount per Class B Unit: $[●_____] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8filed with the SEC on [_____], 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] 2021 SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Directors

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesLEVEL BRANDS, Inc. INC. By: __________________________ Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.THINKEQUITY, LLC. A Division of Fordham Financial Management, Inc. By: ______________________________ Name: Xxxx Exxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] Banking Level Brands, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number ofFirm Shares to be Purchased Number of Class A Units Number Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative ThinkEquity, a division of Class B Units Xxxxxx Xxxxxx & Co.Fordham Financial Management, LLC Number of Overallotment Shares Number of Overallotment Warrants Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B UnitsFirm Shares: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A UnitShare: $[●] Underwriting Discount per Class A UnitShare: $[●] Public Offering Price Proceeds to Company per Class B Unit: $[●] Underwriting Discount per Class B Unit: Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together writing prospectus filed with the Common Shares and Preferred SharesSEC on [●], the “Securities”).2018 SCHEDULE 3

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesVIRIOS THERAPEUTICS, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.THINKEQUITY A Division of Fordham Financial Management, LLC. Inc. By: Name: Xxxx :Exxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] Banking VIRIOS THERAPEUTICS – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, LLC Number a division of Overallotment Shares Number of Overallotment Warrants Fordham Financial Management, Inc. . TOTAL SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●•] Number of Option Shares: [●] Number of Option Warrants: [●•] Public Offering Price per Class A UnitShare: $[●•] Underwriting Discount per Class A UnitShare: $[●•] Public Offering Price Underwriting Non-accountable expense allowance per Class B UnitShare: $[●•] Underwriting Discount Proceeds to Company per Class B Unit: Share (before expenses): $[●•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Rxxxxx Xxxxxxxxx Rxxxxxx Xxxxx Gxxx Xxxxxx Dxxxx Xxxxxx Wxxxxxx X. Xxxxxxx, M.D. Rxxxxx Xxxxx Axxxxx Xxxxx University of Alabama EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK VIRIOS THERAPEUTICS, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC 2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, _____________ or its assigns (the “Underwriting AgreementHolder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2021 (the “Initial Exercise Date”) and, in accordance with Xxxxx BiosciencesFINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Virios Therapeutics, Inc., a New Jersey Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to ______ shares of common stockCommon Stock, no par value $0.0001 per share, of the Company (the “Common Warrant Shares”), shares as subject to adjustment hereunder. The purchase price of Series A Convertible Preferred Stockone share of Common Stock under this Warrant shall be equal to the Exercise Price, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”as defined in Section 2(b).

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

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

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

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesRUTHIGEN, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.DXXXXX XXXXX SECURITIES, LLCINC. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] Ruthigen, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Total Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Firm Series A Warrants to be Purchased Number of Overallotment Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Overallotment Option Warrants to be Purchased if the Over- Allotment Option is Fully Exercised Dxxxxx Xxxxx Securities, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●•] Number of Class Firm Series A Warrants: Shares underlying Firm Series A Warrant: Shares underlying Firm Series B UnitsWarrant: [●] Number of Option Shares: [●•] Number of Shares underlying Option WarrantsSeries A Warrant: [●] Shares underlying Option Series B Warrant: Public Offering Price per Class Share and Series A UnitWarrant: $[●•] Underwriting Discount per Class Share and Series A UnitWarrant: $[●•] Public Offering Price Underwriting Non-accountable expense allowance per Class B UnitShare and Series A Warrant: $[●•] Underwriting Discount Purchase Price per Class B UnitOption Share: [.] Purchase Price per Option Warrant: [.] Proceeds to Company per Share (before expenses): $[●•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Hojabr Axxxx Xxxxxx Hxxxxx Rxxxxxx Xxxxxx Gxxxxxx Xxxxxx Oculus Innovative Sciences, Inc. EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation EXHIBIT C Form of Press Release [COMPANY] [Date] [COMPANY] (the “Company”)) announced today that Dxxxxx Xxxxx Securities, providing Inc., acting as representative for the underwriters in the Company’s recent public offering (the “Public Offering”) of _______ shares of the Company’s common stock, no par value per share, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, Company’s common stock held by [certain officers or directors] [an officer or director] of the Company (Company. The [waiver] [release] will take effect on _________, 20___, and the “Preferred Shares”) shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and warrants to purchase common stock (such securities may not be offered or sold in the “Warrants” and together with United States absent registration or an exemption from registration under the Common Shares and Preferred SharesSecurities Act of 1933, the “Securities”)as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx Biosciences, Inc. CBL INTERNATIONAL LIMITED By: /s/ Cxxx Xxxx Xxx Name: Cxxx Xxxx Xxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.PACIFIC CENTURY SECURITIES, LLC. LLC By: /s/ Fxxxxxx Xxx Name: Xxxx Xxxx Fxxxxxx Xxx Title: Head of Investment Banking/Underwritings [ISSUER] Chief Executive Officer CBL INTERNATIONAL LIMITED. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co.Firm Shares to be Purchased Pacific Century Securities, LLC Number of Overallotment Shares Number of Overallotment Warrants 3,325,000 TOTAL 3,325,000 SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Firm Shares: [●] Number of Option Warrants: [●] 3,325,000 Public Offering Price per Class A UnitFirm Share: $[●] $ 4.00 Underwriting Discount per Class A UnitFirm Share: $[●] Public Offering Price $ 0.28 Proceeds to Company per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] Firm Share (before expenses): $ 12,369,000 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesIMAC Holdings, Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.Dxxxxx Xxxxx Securities, LLC. Inc. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriters Underwriter Total Number of Class A Units to be Purchased Number of Class B Units Xxxxxx Xxxxxx Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Option Warrants to be Purchase if the Over- Allotment Option is Fully Exercised Cxxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants Dxxxxx Xxxxx Securities, Inc. Total SCHEDULE 2-A Pricing Information Number of Class A Firm Shares underlying the Units: [●] Number of Class B Firm Warrants underlying the Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Value of each Unit attributable to Firm Share: $[●] Value of each Unit attributable each Firm Warrant: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Underwriting Non-accountable expense allowance per Unit: $[●] Proceeds to Company per Unit (before expenses): $[●] Price per Class B UnitOption Share: $[●] Underwriting Discount per Class B UnitOption Share: $[●] Price per Option Warrant: $[●] Underwriting Discount per Option Warrant: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___[●], 2017 Xxxxxx Xxxxxx & Co.2019 Dxxxxx Xxxxx Securities, LLC 000 Inc. 1 Xxxxx Xxxxxxx XxxxxxXxxxxxx, 00xx 0xx Xxxxx Xxx XxxxXxxx Xxxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co.Dxxxxx Xxxxx Securities, LLC Inc. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx BiosciencesIMAC Holdings, Inc., a New Jersey corporation Delaware company (the “Company”), providing for the public offering (the “Public Offering”) of shares units (the “Units”), each of which is comprised of one share of common stockstock of the Company, no par value $0.001 per share, of the Company share (the “Common SharesStock”), shares and two warrant s to purchase one share of Series A Convertible Preferred Stock, no par value per share, Common Stock of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”)Company.

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, Xxxxx BiosciencesYAYYO, Inc. INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.The Benchmark Company, LLC. LLC By: Name: Xxxx Xxxx Title: Head On behalf of Investment Banking/Underwritings [ISSUER] each of the Underwriters YAYYO, INC. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Shares to be Purchased if the Over- Allotment Option is Fully Exercised The Benchmark Company, LLC Number of Overallotment Shares Number of Overallotment Warrants SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] Total SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Intentionally Omitted SCHEDULE 3 List of Lock-Up Parties [_] EXHIBIT A Form of Representative’s Warrant Agreement 28 EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesAMERICAN CARESOURCE HOLDINGS, Inc. 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: XXXXXX XXXXXX & CO., LLC. LLC By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class Firm Series A Units to be Purchased Total Number of Class Firm Series B Units to be Purchased Number of Additional Shares to be Purchased if Over- Allotment Option is Fully Exercised Number of Additional Warrants to be Purchased if Over-Allotment Option is Fully Exercised Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants Axiom Capital Management, Inc. Neidiger, Tucker, Bruner, Inc. SCHEDULE 2-A Pricing Information Number of Class Firm Series A Units: [●] Number of Class Firm Series B Units: [●] Number of Option Additional Shares: [●] Number of Option Additional Warrants: [●] Public Offering Price per Class A UnitFirm Security: $[●] Underwriting Discount per Class A UnitFirm Security: $[●] Public Offering Price $ Proceeds to Company per Class B UnitFirm Security (before expenses): $ Underwriting Non-accountable expense allowance per Firm Security: $[●] Underwriting Discount per Class B Unit: $[●] $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8writing prospectuses filed with the SEC on October 21, 2017 (Registration No. 3332015 SCHEDULE 0-221746) SCHEDULE 2X Xxxxxxx Xxxxxxx-C Written Testingxxx-the-Waters Communications [None.] Xxxxxx Xxxxxxxxxxxxxx Xxxx SCHEDULE 3 List of Lock-Up Parties Xxxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxx X. Xxxx Xxxx X. Xxxxxx Xxxxxx X. Xxxxxx Xxxx X. Xxxx Xxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November [___, 2017 ______] Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting AgreementAgreement ”) with Xxxxx BiosciencesAmerican CareSource Holdings, Inc., a New Jersey Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value $0.01 per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).

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

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesIMAC Holdings, Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX Cxxxxxx & CO.Co., LLC. LLC By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriters Underwriter Total Number of Class A Units to be Purchased Number of Class B Units Xxxxxx Xxxxxx Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Option Warrants to be Purchase if the Over- Allotment Option is Fully Exercised Cxxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants Dxxxxx Xxxxx Securities, Inc. Total SCHEDULE 2-A Pricing Information Number of Class A Firm Shares underlying the Units: [●] Number of Class B Firm Warrants underlying the Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Value of each Unit attributable to Firm Share: $[●] Value of each Unit attributable each Firm Warrant: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Underwriting Non-accountable expense allowance per Unit: $[●] Proceeds to Company per Unit (before expenses): $[●] Price per Class B UnitOption Share: $[●] Underwriting Discount per Class B UnitOption Share: $[●] Price per Option Warrant: $[●] Underwriting Discount per Option Warrant: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___[●], 2017 Xxxxxx Xxxxxx 2018 Cxxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx 10 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx Cxxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx BiosciencesIMAC Holdings, Inc., a New Jersey corporation Delaware company (the “Company”), providing for the public offering (the “Public Offering”) of shares units (the “Units”), each of which is comprised of one share of common stockstock of the Company, no par value $0.001 per share, of the Company share (the “Common SharesStock”), shares and one warrant to purchase one share of Series A Convertible Preferred Stock, no par value per share, Common Stock of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”)Company.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesBRIDGELINE DIGITAL, Inc. INC. By: __________________________ Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.THINKEQUITY, LLC. A Division of Fordham Financial Management, Inc. By: Name: Xxxx Exxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Banking SCHEDULE 1 Underwriter Number of Class A Units Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number of Overallotment Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Class A Units: $[●] Number of Class B Units: $[●] Number of Option Shares: $[●] Number of Option Warrants: $[●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Warrant Exercise Price: $[●] Underwriting Discount per Class A Unit: $[●] Underwriting Discount per Class B Unit: $[●] Underwriting Discount per Option Share: $[●] Underwriting Discount per Option Warrant: $[●] Proceeds to Company per Class A Unit (before expenses): $[●] Proceeds to Company per Class B Unit (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] Proceeds to Company per Option Warrant (before expenses): $0.0093 The Company shall be credited by an amount equal to 50% of the underwriting discount and non-accountable expense allowance at Closing for sale of Shares to investors listed on Schedule A annexed hereto; which shall reduce the aggregate Underwriting Discount and Underwriting non-accountable expense allowance. SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8writing prospectus filed with the SEC on October 9, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] 2018 Free writing prospectus filed with the SEC on [ ], 2018 SCHEDULE 3 List of Lock-Up Parties EXHIBIT SCHEDULE A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Investors:

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

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesXENETIC BIOSCIENCES, Inc. INC. By: :__________________ Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 heretoUnderwriter: XXXXXX XXXXXX LADENBURG XXXXXXXX & CO., LLC. INC. By: :___________________________ Name: Xxxx Xxxx Xxxxx Xxxxxx Title: Head of Investment Banking/Underwritings [ISSUER] Managing Director Xenetic Biosciences, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Class A Units Shares Total Number of Class B Units Xxxxxx Xxxxxx Shares Underlying Warrants Ladenburg Xxxxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants Co. Inc. [__] [__] TOTAL [__] [__] SCHEDULE 2-A Pricing Information Number of Class A UnitsShares: [●__] Number of Class B UnitsWarrant: [●] Number of Option Shares: [●] Number of Option Warrants: [●__] Public Offering Price per Class A Unitshare: $[●[ ] Underwriting Discount per Class A Unitshare: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●[ ] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties EXHIBIT · M. Xxxxx Xxxxxxx · Firdaus Jal Dastoor, FCS · Xxxxx Xxxxxxx · Xxxxxxx Xxxxxxx-Xxxxx · PJSC Pharmsynthez · SynBio LLC · Baxalta, Incorporated (its successor-in-interest, Shire plc) · Serum Institute of India Limited · Kirill Surkov Exhibit A Form of Representative’s Warrant Agreement EXHIBIT B Form XENETIC BIOSCIENCES, INC. Warrant To Purchase Common Stock Warrant No.: Number of Lock-Up Agreement November Shares of Common Stock:_____________ Date of Issuance: July [___], 2017 Xxxxxx Xxxxxx & Co.2016 (“Issuance Date”) Xenetic Biosciences, LLC 000 Xxxxxxx XxxxxxInc., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC a Nevada corporation (the “RepresentativeCompany”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [Name of Holder], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), ______________ (_____________)1 fully paid nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This Warrant is the Warrant to purchase Common Stock (this “Warrant”) proposes issued pursuant to enter into an Section [__] of that certain Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences), Inc.dated as of July ___, a New Jersey corporation 2016 (the “CompanyIssuance Date”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of by and between the Company (and the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”)underwriters named therein.

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

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

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, Xxxxx BiosciencesLead Real Estate Co., Inc. Ltd 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: XXXXXX XXXXXX & CO.EX Xxxxxx, LLC. Division of Benchmark Investments, LLC By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Underwriters Total Number of Class A Units ADSs to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants ADSs to be Purchased if the Allotment Option is Fully Exercised Total Schedules and Exhibits SCHEDULE 2-A Pricing Information Number of Class A Units: [●] Number of Class B Units: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Class A Unit: $[●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Underwriting Discount per Class B Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 2 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant • SCHEDULE 3 Compensation for Tail Financings and M&A Transactions Capitalized terms used in this Schedule shall have the meanings assigned to such terms in the Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”)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 and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesDuos Technologies 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: XXXXXX XXXXXX & CO.THINKEQUITY A Division of Fordham Financial Management, LLC. Inc. By: ____________________________ Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] DUOS TECHNOLOGIES GROUP, INC. – Underwriting Agreement UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. 945,000 141,750 The Benchmark Company, LLC Number of Overallotment Shares Number of Overallotment Warrants 405,000 60,750 TOTAL 1,350,000 202,500 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 1,350,000 Number of Option Shares: [●] Number of Option Warrants: [●] 202,500 Public Offering Price per Class A UnitShare: $[●] 6.00 Underwriting Discount per Class A UnitShare: $[●] Public Offering Price 0.45 Underwriting Non-accountable expense allowance per Class B UnitShare: $[●] Underwriting Discount 0.03 Proceeds to Company per Class B Unit: Share (before expenses): $[●] 5.52 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Issuer Free Writing Prospectus dated December 8, 2017 (Registration NoNone. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Gxxxxx X. Xxxxxxx Axxxxx X. Xxxxxxxx Bxxxx X. Xxxxx Kxxxxxx Xxxxxx Nxx Xxxxxxxxxxx Cxxxxx X. Xxxxx EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK DUOS TECHNOLGIES GROUP, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC 2020 THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, _____________ or its assigns (the “Underwriting AgreementHolder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2020 (the “Initial Exercise Date”) and, in accordance with Xxxxx BiosciencesFINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Duos Technologies Group, Inc., a New Jersey Florida corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to ______ shares of common stockCommon Stock, no par value $0.001 per share, of the Company (the “Common Warrant Shares”), shares as subject to adjustment hereunder. The purchase price of Series A Convertible Preferred Stockone share of Common Stock under this Warrant shall be equal to the Exercise Price, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”as defined in Section 2(b).

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

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

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Xxxxx BiosciencesFLY-E GROUP, Inc. INC. By: /s/ Xxxx Xx Name: Xxxx Xx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO.THE BENCHMARK COMPANY, LLC. LLC By: /s/ Xxxx X. Xxxxx III Name: Xxxx Xxxx X. Xxxxx III Title: Head of Investment Banking/Underwritings [ISSUER] Senior Managing Director Fly-E Group, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Number of Class A Units Firm Shares to be Purchased Number of Class B Units Xxxxxx Xxxxxx & Co.Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised The Benchmark Company, LLC Number of Overallotment Shares Number of Overallotment Warrants 2,250,000 337,500 TOTAL 2,250,000 337,500 SCHEDULE 2-A Pricing Information Number of Class A UnitsFirm Shares: [●] Number of Class B Units: [●] 2,250,000 Number of Option Shares: [●] Number of Option Warrants: [●] 337,500 Public Offering Price per Class A UnitFirm Share: $[●] Underwriting Discount per Class A Unit: $[●] $ 4.00 Public Offering Price per Class B UnitOption Share: $[●] $ 4.00 Underwriting Discount per Class B UnitFirm Share: $[●] $ 0.28 Underwriting Discount per Option Share: $ 0.28 Proceeds to Company per Firm Share (before expenses): $ 3.72 Proceeds to Company per Option Share (before expenses): $ 3.72 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Prospectus Issuer Free Writing Prospectus Prospectus, dated December 8April 30, 2017 2024, filed by the Company with the Commission pursuant to Rule 433 under the Securities Act (Registration File No. 333-221746) 276830). SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement November ___, 2017 Xxxxxx Xxxxxx & Co., LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”).Parties

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