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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ CO-DIAGNOSTICS, 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityNETWORK 1 FINANCIAL SECURITIES, a division of Fordham INC. By: Name: Title: WallachBeth Capital, LLC - - Network 1 Financial ManagementSecurities, Inc. - - TOTAL - - Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [. None.] . ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇Legends Capital Group, LLC CoDiagnostics, Ltd. Reagents, LLC DNA Logix, Inc. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Rapid Response, Inc. 1847 Holdings LLC 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 OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (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 DEALERDEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS ONE (1) 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 Shares: ________________1 Initial Exercise Date: ] [DATE THAT IS 180 DAYS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ STAFFING 360 SOLUTIONS, 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: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL . Number of Firm Shares: [●•] Number of Option Shares: [●•] Public Offering Price per Share: $[●•] Underwriting Discount per Share: $[●•] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share (before expenses): $[●•] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇• B▇▇▇▇▇▇ ▇▇▇▇▇; • D▇▇▇▇ ▇. ▇▇▇▇▇; and • A▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate sign in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] J▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above mentioned: By: Name: Title: S▇. ▇ ▇▇▇▇▇▇▇▇▇▇ Supervisory Principal E▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC Number of Firm Shares: Number of Pre-Funded Warrants: Number of Option Shares: Public Offering Price per Firm Share: $ Public Offering Price per Pre-Funded Warrant: $ Public Offering Price per Option Share: $ Underwriting Discount per Share: $ Proceeds to Company per Share (before expenses): $ Proceeds to Company per Option Share (before expenses): $ ● J▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ● D▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇● D▇▇ ▇. ▇▇▇▇▇▇▇ ▇● B▇▇▇▇ ▇▇▇▇▇▇▇▇ ● E▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇● S▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Angle

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the 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. If the foregoing correctly sets forth the understanding between the Underwriters Underwriters, the Company and the CompanyParent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇By: /s/ R▇▇▇▇▇▇ INC. ▇▇▇▇▇▇ Name: R▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ B▇▇▇▇ ▇. J▇▇▇ Name: B▇▇▇▇ ▇. J▇▇▇ Title: Confirmed Chief Executive Officer as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division By: /s/ S▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Supervisory Principal E▇ ▇▇▇▇▇▇, division of Fordham Financial ManagementBenchmark Investments, LLC 1,195,000 179,250 Dominari Securities LLC 50,000 7,500 Westpark Capital, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL 5,000 750 Number of Firm Shares: [●] 1,250,000 Number of Option Shares: [●] 187,500 Public Offering Price per Firm Share: $[●] 5.00 Public Offering Price per Option Share: $5.00 Underwriting Discount per Firm Share: $[●] 0.40 Underwriting Non-accountable expense allowance Discount per Option Share: $[●] 0.40 Proceeds to Company per Firm Share (before expenses): $[●] [4.60 Proceeds to Company per Option Share (before expenses): $4.60 None.] [. None.] . Directors and Executive Officers 1. R▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ 2. D▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 3. T▇▇▇ ▇▇▇▇▇▇▇▇ 4. D▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-Hand 5. B▇▇▇▇ ▇▇▇▇ 6. G▇▇▇ ▇▇▇▇▇▇ 7. C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 8. H▇▇▇ ▇▇▇▇▇▇▇ 9. D▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. EPSIUM ENTERPRISE 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: A Division of Fordham Financial Management, Inc. By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Chief Executive Officer ▇▇ ▇▇▇▇▇▇ LLC Number of Firm Shares: [●] Number of Option Additional Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.●] [None.] ▇▇▇Companhia de Comercio ▇▇▇ ▇. ▇▇▇Limitada, a Macau company ▇▇ ▇▇▇▇▇▇ LLC ▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.Epsium Enterprise Limited, a Delaware corporation British Virgin Islands company (the “Company”), up to _______________1 shares providing for the public offering (the “Public Offering”) of Common Stockordinary shares, par value $0.0001 0.00002 per share, of the Company share (the “Warrant Ordinary Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)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 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 SACKS PARENTE GOLF COMPANY, INC. By: Name: T▇▇ ▇▇▇▇▇▇▇▇ INC. By: Name: 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: A Division of Fordham Financial Management, Inc. By: Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: ThinkEquityManaging Director, a division Head of Fordham Financial ManagementEquity Capital Markets The Benchmark Company, Inc. LLC . TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] 1. Dr. G▇▇▇ ▇▇▇▇▇▇▇▇ 2. B▇▇▇▇ ▇▇▇▇ 3. D▇▇▇▇▇ ▇▇▇▇▇▇ 4. T▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 5. A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 6. S▇▇▇▇ ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INTENSITY THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity▇▇▇▇ Capital Partners, a division of Fordham Financial ManagementLLC [ ] [ ] The Benchmark Company, Inc. TOTAL LLC [ ] [ ] Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [Issuer Free Writing Prospectus filed on November 24, 2021. Issuer Free Writing Prospectus filed on December 16, 2021. Issuer Free Writing Prospectus filed on January 7, 2022. Issuer Free Writing Prospectus filed on April 20, 2022. Issuer Free Writing Prospectus filed on September ,2022. None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇ ▇. ▇▇▇▇▇ Walters ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly 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, 1847 BRANCHOUT FOOD INC. By: E▇▇▇▇ ▇▇▇▇▇ INC. By: Name: 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityJ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director Alexander Capital, a division of Fordham Financial ManagementL.P. [●] [165,000] Spartan Capital Securities, Inc. TOTAL LLC [●] 0 Number of Firm Shares: [●1,100,000] Number of Option Shares: [●165,000] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] E▇▇▇ ▇▇▇▇▇ D▇▇▇▇▇▇ ▇. ▇▇▇▇ J▇▇▇ ▇▇▇▇▇▇▇▇ D▇▇▇▇ ▇▇▇▇▇▇ G▇▇▇ ▇▇▇▇▇▇▇▇▇▇ [●] E▇▇▇ ▇▇▇▇▇ D▇▇▇▇ ▇▇▇▇▇▇ [●] Alexander Capital, L.P., as Representative 1▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFNew York, AGREES THAT IT WILL NOT SELLNew York 10004 Ladies and Gentlemen: The undersigned understands that you, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK as representative (the “WarrantRepresentative”) certifies thatof the several Underwriters (as defined below), for value received, _____________ or its assigns propose to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ BranchOut Food Inc., a Delaware Nevada corporation (the “Company”), up to _______________1 providing for the initial public offering (the “Initial Public Offering”) by the several underwriters named in [ ] of the Underwriting Agreement of shares of Common Stockcommon stock, par value $0.0001 0.001 per share, of the Company (the “Warrant 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, as subject to adjustment hereunder. The purchase price the undersigned hereby agrees that, without the prior written consent of one share the Representative, the undersigned will not, during the period commencing on the date hereof and ending 360 days after the date of Common Stock under this Warrant shall be equal the final prospectus (the “Prospectus”) relating to the Exercise PriceInitial Public Offering (the “Lock-Up Period”), as defined (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in Section 2(b)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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 By: Name: ▇▇▇▇▇ ▇▇▇▇ INC. By: Name: Title: Chief Executive Officer and Chairman Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: ▇▇▇▇▇▇ (Shell) Li Title: ThinkEquity, a division of Fordham Financial Management, Chief Executive Officer Cathay Securities Inc. TOTAL Number of Firm Shares: [●] Number of Option Firm Shares: [●] Public Offering Price per Firm Share: $$ [●] Underwriting Discount per Firm Share: $[●] Underwriting Non-accountable expense allowance per Share: $$ [●] Proceeds to Company per Firm Share (before expenses): $$ [●] Number of Option Shares [None.●] [None.] Ms. ▇▇▇ ▇▇▇▇ Director, Chief Executive Officer, and Chairman of the Board ▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Chief Financial Officer ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Independent Director Nominee Mr. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Independent Director Nominee ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇Independent Director Nominee Cathay Securities Inc. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇, ▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ New York, NY 10005 Ladies and Gentlemen: The undersigned understands that Cathay Securities Inc., the representative of the underwriters, proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Charming Medical Limited, a Delaware corporation British Virgin Islands company (the “Company”), up to _______________1 shares providing for the public offering (the “Public Offering”) of Common StockClass A ordinary shares, of par value $0.0001 per share, of the Company (the “Warrant Shares”). To induce the Underwriters to continue their efforts in connection with the Public Offering, as subject to adjustment hereunder. The purchase price the undersigned hereby agrees that, without the prior written consent of one share the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending six (6) months from the date of Common Stock under this Warrant shall be equal Effective Date (the “Prospectus”) relating to the Exercise PricePublic Offering (the “Lock-Up Period”), as defined (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in Section 2(b)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. If the foregoing correctly 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, 1847 VOCODIA HOLDINGS CORP By: ▇▇▇▇▇ ▇▇▇▇▇▇▇ INC. By: Name: 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director Alexander Capital, a division of Fordham Financial Management, Inc. TOTAL L.P. 1,000,000 150,000 Number of Firm Shares: [●] 1,000,000 Number of Option Shares: [●] 150,000 Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇List of Lock-Up Parties1 ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc.▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇ 1 CMF to update/confirm Alexander Capital, L.P., as Representative ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10004 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of the several Underwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Vocodia Holdings Corp, a Delaware Wyoming corporation (the “Company”), up to _______________1 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 Stockcommon stock, par value $0.0001 per share, of the Company (the “Warrant 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, as subject to adjustment hereunder. The purchase price the undersigned hereby agrees that, without the prior written consent of one share the Representative, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the date of Common Stock under this Warrant shall be equal the final prospectus (the “Prospectus”) relating to the Exercise PriceInitial Public Offering (the “Lock-Up Period”), as defined (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in Section 2(b)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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityChief Executive Officer [Revere Securities, a division of Fordham Financial Management, Inc. TOTAL LLC 2,000,000 Number of Firm Shares: [●] Number of Option Shares: [●] 2,000,000 Public Offering Price per Firm Share: [$[●4.00] Underwriting Discount per Firm Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] $ Proceeds to Company per Firm Share (before expenses): $[●] [$ None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇. ▇▇▇▇(1)(2) 11,000,000 180 days ▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ (1)(2) 11,000,000 180 days ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇(1)(2) 11,000,000 180 days ▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇ ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS WU 0 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 days ▇▇▇▇▇, ▇▇▇▇ Inc.0 180 days B ▇▇▇ ▇▇▇▇▇, a Delaware corporation ▇▇▇ 0 180 days Kit Wa, TO Oriental Moon Tree Limited (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).1)(2) 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. Catasys, 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: A Division of Fordham Financial Management▇▇▇▇▇▇ ▇▇▇▇▇▇ & CO., Inc. LLC. By: Name: ▇▇▇▇ ▇▇▇▇ Title: ThinkEquityHead of Investment Banking/Underwritings CATASYS, a division of Fordham Financial ManagementINC. - UNDERWRITING AGREEMENT ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc. TOTAL LLC. Number of Firm Shares: [●•] Number of Option Shares: [●•] Public Offering Price per Share: $[●•] Underwriting Discount per Share: $[●•] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share (before expenses): $[●•] [None.] Written Testing-the-Waters Communications [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] _ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ 2018 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the effective date of the registration statement (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Catasys, Inc., a Delaware corporation (the “Company”), up to _______________1 _ shares of Common Stockcommon stock, par value $0.0001 per shareshare (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 By: Name: S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ INC. By: Name: 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityE▇ ▇▇▇▇▇▇, a division of Fordham Financial ManagementBenchmark Investments, Inc. TOTAL LLC Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None. None.] [None.] ▇▇▇▇▇▇ ▇ 1. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Executive Officer and Director 2. R▇▇▇ ▇▇▇▇▇▇▇▇, Chief Financial Officer 3. T▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Executive Chairman of the Board of Directors 4. D▇▇▇▇▇▇ ▇. ▇▇▇, Director 5. J▇▇▇ ▇. ▇’▇▇▇▇▇, Director 6. H▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇, Director 1. G▇▇▇ ▇Mars Venus Trust, Arizona 2015 2. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFBellridge Capital, AGREES THAT IT WILL NOT SELLL.P. 3. Acuitas Group Holdings, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).LLC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. EPSIUM ENTERPRISE 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ : ▇. ▇▇▇▇▇ Capital LLC ▇. ▇▇▇▇▇ Capital LLC ▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, NY 10022 Ladies and Gentlemen: The undersigned understands that ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.Epsium Enterprise Limited, a Delaware corporation British Virgin Islands company (the “Company”), up to _______________1 shares providing for the public offering (the “Public Offering”) of Common Stockordinary shares, par value $0.0001 0.00002 per share, of the Company share (the “Warrant Ordinary Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 FLEWBER GLOBAL INC. By: Name: ▇▇▇▇ ▇▇▇▇▇▇▇ INC. By: Name: 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: A Division of Fordham Financial Management, Inc. By: THINKEQUITY LLC Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL ThinkEquity LLC Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇] 1. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇2. ▇▇▇▇▇ (▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Yu

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly 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, 1847 M▇▇▇▇ ▇▇▇▇▇ INC. GROUP HOLDINGS LIMITED By: Name: Title: C▇▇ ▇▇▇▇ ▇▇▇ Chairman and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial ManagementALEXANDER CAPITAL, Inc. By: Name: Title: ThinkEquityL.P. J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director Alexander Capital, a division of Fordham Financial Management, Inc. TOTAL L.P. [●] [●] Revere Securities LLC [●] [●] Number of Firm Shares: [●] 1,500,000 Number of Option Shares: [●] 225,000 Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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 usus as of the date first above written. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. TC BIOPHARM (HOLDINGS) PLC By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇E▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇, division of Benchmark Investments, LLC Name: Title: E▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital , division of Benchmark Investments, LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Number of Firm Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. TREMISIS ENERGY ACQUISITION 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, ____ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chairman of the Company (Board Accepted on the “Warrant Shares”)date first above written. EARLYBIRDCAPITAL, as subject INC. By: ______________________________ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director SCHEDULE I TREMISIS ENERGY ACQUISITION CORPORATION 3,500,000 UNITS Number of Firm Units Underwriter to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise PricePurchased ----------- --------------- EarlyBirdCapital, as defined in Section 2(b).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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 STRONG GLOBAL ENTERTAINMENT, INC. By: /s/ M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer FG GROUP HOLDINGS INC. By: /s/ M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer STRONG/MDI SCREEN SYSTEMS, INC. By: /s/ R▇▇ ▇. ▇▇▇▇▇▇▇ Name: R▇▇ ▇. ▇▇▇▇▇▇▇ Title: President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. THINKEQUITY LLC By: /s/ K▇▇▇▇ ▇▇▇▇▇▇ Name: K▇▇▇▇ ▇▇▇▇▇▇ Title: ThinkEquityManaging Director, a division Head of Fordham Financial Management, Inc. TOTAL Equity Syndicate ThinkEquity LLC . 1,000,000 150,000 Number of Firm Shares: [●] 1,000,000 Number of Option Shares: [●] Public 150,000 Number of Representative’s Warrants: 50,000 Firm Share Offering Price per Share: $[●] 4.00 Underwriting Discount per Share: $[●] 0.28 Underwriting Non-accountable expense allowance per Share: $[●] 0.04 Proceeds to Company per Share (before expenses): $[●] [3.68 Free writing prospectus as filed with the Securities and Exchange Commission on May 11, 2023. None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇FG Group Holdings Inc. Strong/MDI Screen Systems, Inc. M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ T▇▇▇ ▇. ▇▇▇▇▇ R▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇MUSCLE MAKER, INC. By: M▇▇▇▇▇▇ INC▇. By: Name: 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: A Division of Fordham Financial Management, Inc. By: [Name: ] [Title: ThinkEquity] Alexander Capital, a division of Fordham Financial Management, Inc. L.P. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] K▇▇▇▇ ▇▇▇▇▇ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ K▇▇▇▇▇▇ ▇▇▇▇▇▇ F▇▇▇▇▇▇▇▇ G▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Infantee N▇▇▇ ▇▇▇▇▇▇▇▇ A.▇. ▇▇▇▇▇▇▇▇ III P▇▇▇ ▇. ▇▇▇▇▇▇▇ J▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇P▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ O▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇P. John, LLC J▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (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 DEALERDEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS 180 DAYS ONE (1) YEAR FROM THE EFFECTIVE DATE OF THE OFFERINGREGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE OFFERINGREGISTRATION STATEMENT]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 FLEWBER GLOBAL INC. By: Name: ▇▇▇▇ ▇▇▇▇▇▇▇ INC. By: Name: 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: A Division of Fordham Financial Management, Inc. By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Chief Operating Officer ▇▇ ▇▇▇▇▇▇ LLC Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ] 1. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ 2. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇ 3. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇ 4. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇ 5. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ 6. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ 7. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇ 1. I Financial Ventures Group LLC (9-Month Lock-Up) 2. ▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC (6-month Lock-Up) THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.▇▇ ▇▇▇▇▇▇ LLC, 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., ▇▇ ▇▇▇▇▇▇ LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS DAYS] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ Initial Exercise Date: __________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] , 2024 THIS WARRANT TO PURCHASE COMMON STOCK (the this “Warrant”) certifies that, for value received, _____________ ▇▇ ▇▇▇▇▇▇ LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Effective Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Flewber Global Inc., a Delaware corporation (the “Company”), up to _______________1 _ shares (the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Warrant SharesCommon Stock”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued in connection with that certain underwriting agreement, dated as of [●], 202[●], by and between the Company and ▇▇ ▇▇▇▇▇▇ LLC, as representative of the underwriter(s) named therein (the “Underwriting Agreement”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-non- compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. 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, 1847 ▇▇▇▇▇▇▇▇ HEXINDAI 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Network 1 Financial ManagementSecurities, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. , ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Ladies and Gentlemen: The undersigned understands that Network 1 Financial Securities, Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “WarrantUnderwriter”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Hexindai Inc., a Delaware corporation Cayman Islands exempted limited liability company (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) by the Underwriter named in the Underwriting Agreement of minimum of [ ] and maximum of [ ] American Depositary Shares (“ADSs”) representing [ ] and [ ] ordinary shares of Common Stock(“Securities,”) respectively, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INCREGENTIS BIOMATERIALS, 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL ThinkEquity LLC. Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ] 1. HaisThera Scientific Fund I, L.P 2. Ocorian Fund Management S.à ▇.▇▇▇▇▇ ▇ 3. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇SCP Vitalife Partners II, L.P. 4. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇SCP Vitalife Partners (Israel) II, L.P. 5. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇Medica III Investments (International) LP 6. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).DSM Venturing B.V.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, 1847 By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ INC. By: Name: Title: CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters Underwriter named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇Title: Managing Director Underwriter Total Number of Shares to be Purchased Alexander Capital L.P. [ ] Network 1 Financial Securities, Inc. [ ] ● ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ● ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ● ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ● ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ● ▇▇▇▇ ▇. ▇▇▇▇▇ ● MALP Holdings Ltd ● ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite [Intentionally Omitted.] Alexander Capital LLC 1847 L.P. ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFBlvd, AGREES THAT IT WILL NOT SELLSte 202 Red Bank, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms NJ 07701 Ladies and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Gentlemen:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ TAPINATOR, 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: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: ▇▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL . Number of Firm SharesUnits: [●•] Number of Option Shares: [●•] Number of Option Warrants: [•] Public Offering Price per ShareFirm Unit: $[●•] Underwriting Discount per ShareFirm Unit: $[●•] Underwriting Non-accountable expense allowance per ShareFirm Unit: $[●•] Proceeds to Company per Share Firm Unit (before expenses): $[●•] [None.] Written Testing-the-Waters Communications [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. -Famaian ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (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 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 Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] _ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 20[_________, 202__ ] (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Effective Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.TAPINATOR, INC., a Delaware corporation (the “Company”), up to _______________1 _ shares of Common Stock, par value $0.0001 0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INCADVANCED INHALATION THERAPIES (AIT) 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: A Division of Fordham Financial Management, Inc. By: Name: E▇▇▇ ▇▇▇▇ Title: ThinkEquity, a division Head of Fordham Financial Management, Inc. TOTAL Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Number of Firm SharesUnits: [●•] Number of Option Units: [•] Number of Option Shares: [●•] Number of Option Warrants: [•] Public Offering Price per ShareUnit: $[●•] Underwriting Discount per ShareUnit: $[●•] Underwriting Non-accountable expense allowance per ShareUnit: $[●•] Proceeds to Company per Share Unit (before expenses): $[●•] [To Come] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇Mor Research Application Ltd. D▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Y▇▇▇▇▇ Av-G▇▇ ▇▇▇▇ ▇. ▇▇A▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇and A▇▇ Raved E▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇R▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Racheli Vizman Ifat Tal

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Representative and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇S▇▇▇▇▇ INC. ONLINE ENTERTAINMENT 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇ICM Capital Markets Ltd. 8▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇▇▇▇ Leonite Ladies and Gentlemen: The undersigned understands that ICM Capital LLC 1847 ▇▇▇Markets Ltd. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with S▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.Online Entertainment Limited, a Delaware corporation Cayman Islands exempted limited liability company (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) by the Underwriters named in the Underwriting Agreement of [●] American Depositary Shares (“ADSs”) representing [●] ordinary shares of Common Stock(“Securities”), par value $0.0001 0.00249 per share, of the Company Company. To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, it will not, during the period commencing on the date hereof and ending six months after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs or capital stock of the Company including ordinary shares (“Ordinary Shares”) or any securities convertible into or exercisable or exchangeable for such ADSs or capital stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such ADSs or capital stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Company capital stock or such other securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may transfer Ordinary Shares held by the undersigned without the prior consent of the Representative in connection with (a) transactions relating to Ordinary Shares or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Ordinary Shares or other securities acquired in such open market transactions, (b) transfers of Shares or any security convertible into Ordinary Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Ordinary Shares (or ADSs representing the same), shall be required or shall be voluntarily made during the Lock-up Period, (c) transfer of Ordinary Shares to a charity or educational institution, or (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Ordinary Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value. In addition, the undersigned agrees that during the Lock-Up Period, without the prior written consent of the Representative, it will not make any demand for or exercise any right with respect to the registration of any ADSs or Ordinary Shares or any security convertible into or exercisable or exchangeable for such ADSs or Ordinary Shares. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent(s) and/or registrar against the transfer of the undersigned’s securities or Ordinary Shares except in compliance with this Agreement. If (i) the Company issues an earnings release or material news, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, unless the Representative waives such extension. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire Ordinary Shares, or securities exchangeable or exercisable for or convertible into Ordinary Shares, provided that the undersigned does not transfer the Ordinary Shares acquired on such exercise or exchange during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this letter agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares within the Lock-Up Period). The undersigned understands that the Company and the Representative are relying upon this letter agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by the Company, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the ADSs and Ordinary Shares to be sold thereunder this agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name): (Address) We have acted as counsel as to Cayman Islands law to the Company in connection with the Company’s issue of up to [●] of the Company’s ordinary shares, par value US$0.00249 per share represented by American Depositary Shares (“ADSs”) (collectively, the “Securities”), pursuant to an Underwriting Agreement dated as of [date] 2010 (the “Underwriting Agreement”) between the Company and ICM Capital Markets Ltd. (the “Representative”), in a best efforts underwriting together with up to [●] of Ordinary Shares that may be issued by the Company pursuant to the Representative’s option (the “Representative’s Warrant Securities” and, together with the Securities, the “Offered Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 By: Name: J▇▇▇▇ ▇▇▇▇▇▇ INC. By: Name: 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: A Division of Fordham Financial Management, Inc. By: Name: K▇▇▇▇ ▇▇▇▇▇ Title: ThinkEquityChief Executive Officer Boustead Securities, a division of Fordham Financial Management, Inc. LLC [●] [●] TOTAL [●] [●] Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Option Share: $[●] Underwriting Discount per Firm Share: $[●] Underwriting Non-accountable expense allowance Discount per Option Share: $[●] Proceeds to Company Non-Accountable Expense Allowance per Share (before expenses): Firm Share: $[●] Non-Accountable Expense Allowance per Option Share: $[●] [None.●] [None.●] 1 D▇▇ ▇▇▇▇▇▇▇▇▇ 1,149,306 32.81 % 2 A▇▇▇ ▇▇▇▇▇▇▇▇’an (a.k.a. A▇▇▇▇ ▇▇▇) 900,507 25.70 % 3 J▇▇▇▇ ▇▇▇▇▇▇ 0 0 % 4 C▇▇▇▇ (C▇▇▇▇▇▇) B▇▇▇▇▇▇▇ 165,093 4.71 % 5 E▇▇▇ ▇▇▇▇▇ 0 0 % 6 M▇▇▇▇▇▇▇ (M▇▇▇) K▇▇▇ 60,034 1.71 % 7 P▇▇▇▇▇▇ ▇. ▇▇▇▇ 0 0 % 8 V▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 0 0 % 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 [●], 202[●] (THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) THINKEQUITYBOUSTEAD SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYBOUSTEAD SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERLLC. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING●], 2022. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING●]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 RED CAT HOLDINGS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INC. By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Priyanka Mahajan Name: Priyanka Mahajan Title: Managing Director ThinkEquity, a division of Fordham Financial Management, Inc. ............................................ 4,000,000 600,000 TOTAL 4,000,000 600,000 Number of Firm Shares: [●] Number 4,000,000Number of Option Shares: [●] 600,000 Public Offering Price per Share: $[●] 4.00 Underwriting Discount per Share: $[●] 0.30 Underwriting Non-accountable expense allowance per Share: $[●] 0.04 Proceeds to Company per Share (before expenses): $[●] [3.66 None.] [. None.] . ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings ▇▇▇▇▇ ▇▇▇▇▇ Brains Riding in Tanks, LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (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 Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] _ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Effective Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Red Cat Holdings, Inc., a Delaware Nevada corporation (the “Company”), up to _______________1 _ shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yoursMAIA Biotechnology, 1847 ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL ThinkEquity LLC Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] $ Underwriting Discount per Share: $[●] $ Underwriting Non-accountable expense allowance per Share: $[●] $ Proceeds to Company per Share (before expensesexpenses and non-accountable expense allowance): $[●] [$ None.] [. None.] ▇▇▇▇▇▇ ▇. ▇▇• V▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇• S▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ • M▇▇▇▇▇ ▇▇▇▇▇▇▇ • J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇• S▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ • R▇▇▇▇▇ ▇▇▇▇▇▇▇▇ • L▇▇▇▇ ▇▇▇▇ ▇▇▇ • C▇▇▇▇▇▇▇ ▇▇▇▇▇ • S▇▇▇ ▇▇▇▇▇ Leonite Capital LLC 1847 • L▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC ▇▇▇▇ THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.THINKEQUITY LLC, 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., THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING•], 2023. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING•], 2028. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING•] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ ThinkEquity LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________[•], 202__ 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Effective Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ MAIA Biotechnology, Inc., a Delaware corporation (the “Company”), up to _______________1 [•] shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. Provided, however, if the Holder exercises its over-allotment option in full, the Holder shall be entitled to receive up to an additional [•] Warrant Shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 By: Name: ▇▇▇▇▇ ▇▇▇▇ INC. By: Name: Title: Chief Executive Officer and Chairman Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: ▇▇▇▇▇▇ (Shell) Li Title: ThinkEquity, a division of Fordham Financial Management, Chief Executive Officer Cathay Securities Inc. 1,600,000 TOTAL 1,600,000 Number of Firm Shares: [●] Number of Option Shares: [●] 1,600,000 Public Offering Price per Firm Share: $[●] $ 4.0 Underwriting Discount per Firm Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] $ 0.28 Proceeds to Company per Firm Share (before expenses): $[●] [None.] [None.] $ 3.72 Number of Option Shares 240,000 Ms. ▇▇▇ ▇▇▇▇ Director, Chief Executive Officer, and Chairman of the Board ▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Chief Financial Officer ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Independent Director Nominee Mr. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Independent Director Nominee ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇Independent Director Nominee Cathay Securities Inc. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇, ▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ New York, NY 10005 Ladies and Gentlemen: The undersigned understands that Cathay Securities Inc., the representative of the underwriters, proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Charming Medical Limited, a Delaware corporation British Virgin Islands company (the “Company”), up to _______________1 shares providing for the public offering (the “Public Offering”) of Common StockClass A ordinary shares, of par value $0.0001 per share, of the Company (the “Warrant Shares”). To induce the Underwriters to continue their efforts in connection with the Public Offering, as subject to adjustment hereunder. The purchase price the undersigned hereby agrees that, without the prior written consent of one share of Common Stock under this Warrant shall be equal the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending six (6) months from the Pricing Date relating to the Exercise PricePublic Offering (the “Lock-Up Period”), as defined (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in Section 2(b)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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 LMP AUTOMOTIVE HOLDINGS, INC. By: Name: ▇▇▇▇▇ ▇▇▇▇▇▇ INC. By: Name: Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL 1,200,000 180,000 Number of Firm Shares: [●] 1,200,000 Number of Option Shares: [●] 180,000 Public Offering Price per Share: $[●] 16.00 Underwriting Discount per Share: $[●] 1.12 Underwriting Non-accountable expense allowance per Share: $[●] 0.16 Proceeds to Company per Share (before expenses): $[●] [14.72 Investor Presentation dated February 2020 filed with the Commission pursuant to Rule 433 under the Securities Act None.] [None.] 1. ▇▇▇▇▇ ▇▇▇▇▇▇ 2. ▇▇▇▇▇▇▇ “▇▇▇▇▇” ▇▇▇▇▇ 3. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 4. ▇▇▇▇▇▇ “▇▇▇” ▇. ▇▇▇▇▇▇, ▇▇. 5. ▇▇▇▇▇ ▇▇▇▇▇ 6. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________], 2020 [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date___], 2025. Warrant Shares: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ ThinkEquity, a division of Fordham Financial Management, Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Effective Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ LMP Automotive Holdings, Inc., a Delaware corporation (the “Company”), up to _______________1 _ shares of Common Stock, par value $0.0001 0.00001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 SAGTEC GLOBAL LIMITED By: Name: ▇▇▇▇▇ ▇▇▇▇ INC. By: Name: ▇▇▇ Title: Chairman, Executive Director and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters underwriters named on Schedule 1 hereto: A Division of Fordham Financial ManagementTHE BENCHMARK COMPANY, Inc. LLC By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: ThinkEquityManaging Director, a division Head of Fordham Financial ManagementEquity Capital Markets The Benchmark Company, Inc. TOTAL LLC Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 7% Proceeds to Company per Share (before expenses): $[●] Free writing prospectus, filed with the Commission on [●], 2025 None.] [None.] ▇▇▇▇ 1. ▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇ 2. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 3. Loong ▇▇▇ Leonite Capital LLC 1847 ▇▇▇ 4. ▇▇▇ ▇▇▇ ▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER5. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Pan Seng Wee

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇CEL-SCI Corporation By: /s/ Geert R. ▇▇▇▇▇▇▇ INC. By: Name: Geert R. ▇▇▇▇▇▇▇ 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: A Division KINGSWOOD CAPITAL MARKETS, division of Fordham Financial ManagementBenchmark Investments, Inc. By: /s/ S▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: ThinkEquitySupervisory Principal Kingswood Capital Markets, a division of Fordham Financial ManagementBenchmark Investments, Inc. 500,000 75,000 Aegis Capital Corp. 500,000 75,000 TOTAL 1,000,000 150,000 Number of Firm Shares: [●] 1,000,000 Number of Option Additional Shares: [●] 150,000 Public Offering Price per Share: $[●] 14.65 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 1.03 Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇13.62 1. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇Free Writing Prospectus filed by the Company with the Commission on December 8, 2020. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant SharesIssuer: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation CEL-SCI Corporation (the “Company”), up to _______________1 ) Number of Firm Shares: 1,000,000 shares of Common Stock, par value $0.0001 per share, common stock of the Company (the each, a “Warrant SharesShare”). Public price per Share: $14.65 Option to purchase additional Shares: The Underwriter (as defined below) will have an option, as subject to adjustment hereunder. The purchase price exercisable, in whole or in part, in the sole discretion of one share of Common Stock under this Warrant shall be equal the Underwriter, at any time prior to the Exercise Priceday that is the 30th day following the date of the Underwriting Agreement, to purchase up to an additional 150,000 Shares on the same terms and conditions as defined in Section 2(b)set forth herein.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ BITMINE IMMERSION TECHNOLOGIES, 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: A Division of Fordham Financial Management, Inc. THINKEQUITY LLC By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●•] Number of Option Shares: [●•] Public Offering Price per Share: $[●•] Underwriting Discount per Share: $[●•] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share (before expenses): $[●•] [None.] [None.] ] 1. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 2. ▇▇▇▇ ▇. ▇▇▇▇▇▇ 3. ▇▇▇▇▇▇▇ ▇▇▇ 4. ▇▇▇▇ ▇▇▇▇▇▇ ▇5. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇6. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇ACURX PHARMACEUTICALS, INC. By: D▇▇▇▇ INC. By: Name: Title: ▇▇▇▇ President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial ManagementALEXANDER CAPITAL, Inc. L.P. By: Name: Title: ThinkEquityJ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director Alexander Capital, a division of Fordham L.P. Network 1 Financial ManagementSecurities, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇. D▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ R▇▇▇▇▇ ▇. ▇▇▇▇▇▇ C▇▇▇ ▇. ▇▇▇▇▇▇ T▇▇▇▇▇ ▇▇▇▇▇▇▇▇ J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇J▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇J▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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, 1847 ▇By: Name: ▇▇▇▇▇▇▇ INC. By: Name: ▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: ▇. ▇▇▇▇▇▇▇▇ Title: ThinkEquity, a division of Fordham Financial ManagementPresident ▇▇▇▇▇▇ ▇▇▇▇▇ Securities, Inc. TOTAL [●] ▇▇ ▇▇▇▇▇▇ LLC [●] Total: [●] Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per one Firm Share: $[●] Price per Option Share: $[●] Underwriting Discount per Option Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇Newport Beach, CA 92660 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇Securities, Inc. (the “Representative”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFBiological Technology Co., AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.Ltd., a Delaware corporation Cayman Islands company (the “Company”), up and the Representative, relating to _______________1 shares the proposed public offering (the “Offering”) of Common Stockthe Company’s ordinary shares, par value $0.0001 0.00002 per shareshare (the “Ordinary Shares”). Initial capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Underwriting Agreement. In order to induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer or director of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, during the period beginning on and including the date of this Agreement through and including the date that is 180 days after the closing the Offering (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any Ordinary Shares now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”)) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for Ordinary Shares, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Ordinary Shares, or securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Ordinary Shares. The restrictions set forth in the immediately preceding paragraph shall not apply to: (1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a charity or educational institution, (d) any transfer pursuant to a qualified domestic relations order or in connection with a divorce; or (e) if the undersigned is or was an officer or director of the Company, to the Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company; (2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value; (3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value; (a) exercises of stock options or equity awards granted pursuant to an equity incentive or other plan or warrants to purchase Ordinary Shares or other securities (including by cashless exercise to the extent permitted by the instruments representing such stock options or warrants so long as such cashless exercise is effected solely by the surrender of outstanding stock options or warrants to the Company and the Company’s cancellation of all or a portion thereof to pay the exercise price), provided that in any such case the securities issued upon exercise shall remain subject to the provisions of this Agreement (as defined below); (b) transfers of Ordinary Shares or other securities to the Company in connection with the issuance, vesting or exercise of any equity awards granted pursuant to an equity incentive or other plan and held by the undersigned to the extent, but only to the extent, as may be necessary to satisfy tax withholding obligations pursuant to the Company’s equity incentive or other plans; (5) the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including any exercise effected by the delivery of shares of Ordinary Shares of the Company held by the undersigned; provided, that, the Ordinary Shares received upon such exercise shall remain subject to the restrictions provided for in this Agreement; (6) the occurrence after the date hereof of any of (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of 100% of the voting securities of the Company, (b) the transfer of party tender offer, merger, amalgamation, consolidation or other similar transaction made to all holders of Ordinary Shares involving a Change of Control of the Company (the “Warrant Shares”as defined below), as including voting in favor of any such transaction or taking any other action in connection with such transaction, that, in each case, has been approved by the board of directors of the Company, (c) the Company sells or transfers all or substantially all of its assets to another person, or (d) provided, that, the Ordinary Shares received upon any of the events set forth in clauses (a) through (c) above shall remain subject to adjustment hereunderthe restrictions provided for in this Agreement. The purchase price For purposes of this paragraph, “Change of Control” shall mean the transfer, in one share transaction or in a series of Common Stock under this Warrant shall be equal related transactions, to a person or group of affiliated persons (other than an Underwriters pursuant to the Exercise PricePublic Offering), as defined in Section 2(bof the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the total voting power of the voting securities of the Company (or the surviving entity).;

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ MANHATTAN BRIDGE CAPITAL, INC. By: /s/ Assaf Ran Name: Assaf Ran Title: Confirmed as of the date first written above mentionedCEO above, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: /s/ D▇▇▇▇ ▇▇▇▇▇▇ Name: D▇▇▇▇ ▇▇▇▇▇▇ Title: ThinkEquity, a division Head of Fordham Financial Management, Inc. TOTAL Investment Banking Aegis Capital Corp 672,269 773,109 Number of Firm Shares: [●] 672,269 Number of Option Additional Shares: [●] 100,840 Public Offering Price per Share: $[●] $ 5.95 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] $ 0.4165 Proceeds to Company per Share (before other expenses): $[●] [None.] [None.] $ 5.5335 · Assaf Ran · V▇▇▇▇▇▇ ▇. ▇▇ · M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ · E▇▇▇ ▇. ▇▇▇▇▇▇▇▇ · L▇▇▇▇ ▇▇▇▇▇▇▇▇ August [●], 2▇▇▇ ▇▇▇▇▇ Capital Corp. 8▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Ladies and Gentlemen: The undersigned understands that Aegis Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK Corp. (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement ”) is entitledwith Manhattan Bridge Capital, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware New York corporation (the “Company”), up to _______________1 shares dated the date hereof, providing for the public offering (the “Public Offering”) of Common StockShares, par value $0.0001 0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 P▇▇▇▇▇ MEDICAL, INC. By: Name: P▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ INC. By: Name: 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: A Division of Fordham Financial ManagementWESTPARK CAPITAL, Inc. INC. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] R▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Title: CEO WestPark Capital, Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, ●] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant ●] TOTAL [●] [●] Number of Firm Shares: [_____] Number of Option Shares: [_____] Public Offering Price per Firm Share: $[______1 Initial Exercise Date] Public Offering Price per Option Share: $[DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____] Underwriting Discount per Firm Share: $[________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ] Underwriting Discount per Option Share: $[_____] Proceeds to Company per Firm Share (before expenses): $[________, 202__ ] Proceeds to Company per Option Share (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on before expenses): $[_____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder] [None.] [None.] 1. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).[ ]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 Z▇▇▇▇ ▇▇▇ Industry Corporation By: Name: Title: Beijing CHENGMUJINMING Technology Service Co., LTD. By: Name: Title: Weifang Jinzheng Poultry Co., Ltd. By: Name: Title: R▇▇▇▇▇ & R▇▇▇▇▇▇, LLC By: Name: Title: Newbridge Securities Corporation By: Name: Title: R▇▇▇▇▇ & R▇▇▇▇▇▇, LLC Newbridge Securities Corporation Junfeng Shan, Chief Executive Officer, President and Director X▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. , Chief Financial Officer L▇▇▇▇▇ ▇▇▇▇▇, Director Yuan Gong, Director J▇▇▇ ▇. ▇▇, Director Kunshan Wang, Director Shidian Shan, Vice President Y▇▇▇▇▇▇ ▇▇, Vice President Yongping Shan, Deputy Manager Z▇▇▇▇ ▇▇▇ Holding Limited Sino Joint Holding Limited King Rock Group Limited Sino Spring Capital Holding Ltd. Blue Net Group Limited R▇▇▇▇▇ & R▇▇▇▇▇▇, LLC 1▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms Ladies and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Gentlemen:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇HARBOR CUSTOM DEVELOPMENT, INC. By: /s/S▇▇▇▇▇▇▇ INC. By: ▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer, President, and Chairman of the Board of Directors Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: ThinkEquity A Division of Fordham Financial Management, Inc. By: /s/E▇▇▇ ▇▇▇▇ Name: E▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division Division of Fordham Financial Management, Inc. 8,000,000 1,200,000 TOTAL 8,000,000 1,200,000 Number of Firm Shares: [●] 8,000,000 Number of Option Shares: [●] 1,200,000 Public Offering Price per Share: $[●] 3.00 Underwriting Discount per Share: $[●] 0.21 Underwriting Non-accountable expense allowance per Share: $[●] 0.03 Proceeds to Company per Share (before expenses): $[●] [2.76 Issuer Free Writing Prospectus, dated January 8, 2021 (Registration No. 333-251946) None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. S▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇L▇▇▇▇ ▇▇▇▇▇▇▇ R▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ A▇▇▇▇ ▇▇▇▇▇ J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇ R▇▇▇ ▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC L▇▇▇▇ ▇▇▇▇▇ W▇▇▇▇ ▇▇▇▇▇▇ D▇▇▇▇▇ ▇▇▇▇ The G▇▇▇▇▇▇ Investment Trust THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (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 FROM THE EFFECTIVE DATE OF THE OFFERING]_____________, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 _, 2026. Warrant Shares: _______ Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] ______, 2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Effective Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Harbor Custom Development, Inc., a Delaware Washington corporation (the “Company”), up to _______________1 400,000 shares of Common Stock, no par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ HARBOR CUSTOM DEVELOPMENT, 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division Division of Fordham Financial Management, Inc. [ ] [ ] TOTAL [ ] [ ] Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [Issuer Free Writing Prospectus, dated January [●], 2021 (Registration No. 333-[●]] None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. S▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇L▇▇▇▇ ▇▇▇▇▇▇▇ R▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ A▇▇▇▇ ▇▇▇▇▇ J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇ R▇▇▇ ▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC L▇▇▇▇ ▇▇▇▇▇ W▇▇▇▇ ▇▇▇▇▇▇ D▇▇▇▇▇ ▇▇▇▇ The G▇▇▇▇▇▇ Investment Trust THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (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 FROM THE EFFECTIVE DATE OF THE OFFERING]_____________, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 _, 2026. Warrant Shares: _______ Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] ______, 2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Effective Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Harbor Custom Development, Inc., a Delaware Washington corporation (the “Company”), up to _______________1 _ shares of Common Stock, no par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ RISE OIL & GAS, 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: A Division of Fordham Financial Management, Inc. THINKEQUITY LLC By: Name: Title: ThinkEquity, a division of Fordham Financial ManagementRise Oil & Gas, Inc. TOTAL – Underwriting Agreement ThinkEquity LLC........................................................................ TOTAL........................................................................................ Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ] 1. K▇▇▇▇ ▇▇▇▇▇▇ ▇▇ 2. D▇▇▇▇▇ ▇▇▇▇▇▇ 3. B▇▇▇▇ ▇▇▇▇▇▇▇ 4. R▇▇▇▇▇ M▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇ 3. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇Sch. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).3-1

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, 1847 ▇HEAT BIOLOGICS, INC. By: /s/ ▇▇▇▇▇▇▇ INC. By: ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chairman, CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Head of Investment Banking HEAT BIOLOGICS, INC. – UNDERWRITING AGREEMENT Aegis Capital Corp. 984,000 147,600 ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ .▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇& Co., LLC 656,000 98,400 Number of Firm Shares: 1,640,000 Number of Option Shares: 246,000 Public Offering Price per Share: $6.50 Underwriting Discount per Share: $0.455 Proceeds to Company per Share (before expenses): $6.045 Underwriting Non-accountable expense allowance: $100,000 None. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, M.D. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇▇▇, Ph.D. ▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇, Ph.D. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Ph.D. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Ph.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M.D., Ph.D. Aristar Capital (f/k/a Brightline Ventures III, LLC) Orion Holdings V, LLC Seed-One Holdings VI, LLC ▇▇▇▇▇ Capital Corp. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp., as Representative of the several underwriters (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), up providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule A to _______________1 the Underwriting Agreement (the “Underwriters”) of shares of Common Stockcommon stock, par value $0.0001 0.0002 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant Capitalized terms used herein and not otherwise defined shall be equal to have the Exercise Price, as defined meanings set forth in Section 2(b)the Underwriting Agreement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. TREMISIS ENERGY ACQUISITION 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, ____ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chairman of the Company (Board Accepted on the “Warrant Shares”)date first above written. EARLYBIRDCAPITAL, as subject INC. By: ______________________________ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director SCHEDULE I TREMISIS ENERGY ACQUISITION CORPORATION 4,000,000 UNITS Number of Firm Units Underwriter to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise PricePurchased ----------- --------------- EarlyBirdCapital, as defined in Section 2(b).Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ MEDIKRA INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters underwriters named on Schedule 1 hereto: BROOKLINE CAPITAL MARKETS, A Division of Fordham Financial ManagementDIVISION OF ARCADIA SECURITIES, Inc. LLC By: Name: Title: ThinkEquityBrookline Capital Markets, a division of Fordham Financial ManagementArcadia Securities, Inc. LLC [●] [●] TOTAL Number of Firm Shares: [●] [●] Number of Option Firm Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 7% Proceeds to Company per Share (before expenses): $[●] [None. None.] [None.] 1. Datuk ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ 2. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇3. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 NANO NUCLEAR ENERGY, INC. By: /s/ J▇▇▇▇ ▇▇▇▇▇ INC. By: ▇▇ Name: J▇▇ ▇▇▇▇▇ ▇▇ Title: Chairman of the Board and President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇/s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: M▇. ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director, Head of Equity Capital Markets The Benchmark Company, LLC Number of Firm Shares: 2,562,500 Public Offering Price per Share: $4.00 Underwriting Discount per Share: 7% Proceeds to Company per Share (before expenses): $3.72 Free writing prospectus, filed with the Commission on April 4, 2024 and April 11, 2024, respectively. None. 1. I Financial Ventures Group LLC 2. Mongkol Prakitchaiwatthana 3. J▇▇ ▇. ▇▇▇▇▇ ▇▇ 4. J▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇5. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ J▇▇▇▇▇ ▇▇▇▇▇▇ 6. Winston K▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Chow

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 By: Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇ INC. By: Name: 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityTitan Partners Group LLC, a division of Fordham Financial ManagementAmerican Capital Partners, Inc. LLC TOTAL Number of Firm Shares: [●*] Number of Option Shares: [●*] Public Offering Price per Share: $[●*] Underwriting Discount per Share: $[●*] Underwriting Non-accountable expense allowance per Share: $[●*] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING*]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ 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: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL 13,333,334 2,000,000 Number of Firm Shares: [●] 13,333,334 Number of Option Shares: [●] 2,000,000 Public Offering Price per Share: $[●] 4.50 Underwriting Discount per Share: $[●] 0.315 Underwriting Non-accountable expense allowance per Share: $[●] 0.0225 Proceeds to Company per Share (before expenses): $[●] [4.1625 None.] [None.] . ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings ▇▇▇▇▇ ▇▇▇▇▇ Brains Riding in Tanks, LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (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 Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] _ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ 2022 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the date of the Underwriting Agreement (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Red Cat Holdings, Inc., a Delaware Nevada corporation (the “Company”), up to _______________1 _ shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly 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, 1847 BRANCHOUT FOOD INC. By: E▇▇▇▇ ▇▇▇▇▇ INC. By: Name: 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityJ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director Alexander Capital, a division of Fordham Financial Management, Inc. L.P. [●] [●] TOTAL [●] [●] Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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] 5 NTD: Company to provide. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] : D. ▇▇▇▇▇ CAPITAL LLC 1. Teoh P▇▇▇ ▇▇▇ 2. Yap Thai Tong 3. N▇ ▇▇▇ Y▇▇▇ 4. Ang B▇▇▇ ▇▇▇▇▇▇ 5. C▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ 6. Y▇▇ ▇▇▇▇ ▇▇▇ 7. Teoh P▇▇▇ Loon D. ▇▇▇▇▇ Capital LLC 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. 39th Floor New York, NY 10022 Ladies and Gentlemen: The undersigned understands that D. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Gigabit Inc., a Delaware corporation Cayman Islands exempted company (the “Company”), up to _______________1 shares providing for the public offering (the “Public Offering”) of Common Stockordinary shares, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ INC. By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm SharesChief Executive Officer By: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇Name: ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇Title: Senior Managing Director Boustead Securities, LLC 14,000,000 2,100,000 The Benchmark Company 14,000,000 2,100,000 TOTAL 28,000,000 4,200,000 Number of Firm Shares: 28,000,000 Number of Option Shares: 4,200,000 Public Offering Price per Firm Share: $0.25 Public Offering Price per Option Share: $0.25 Underwriting Discount per Firm Share: $0.0175 Underwriting Discount per Option Share: $0.0175 Non-accountable Expense Allowance per Firm Share: $0.0025 Non-accountable Expense Allowance per Option Share: $0.0025 Free Writing Prospectus filed September 20, 2023. Boustead Securities, LLC ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇Irvine, CA 92618 The Benchmark Company LLC ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL17th floor New York, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLNY 10155 As Representatives of the several Underwriters named on Schedule 1 of the Underwriting Agreement Ladies and Gentlemen: The undersigned, TRANSFERa holder of common stock, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN par value $0.001 (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination DateCommon Stock”), but not thereafteror rights to acquire Common Stock, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.of Know Labs, a Delaware corporation Inc. (the “Company”) understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the public offering (the “Public Offering”) by the several Underwriters named a schedule to the Underwriting Agreement (the “Underwriters”), up to _______________1 of shares of Common Stock, par value $0.0001 per share, Stock of the Company (the “Warrant SharesSecurities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to enter into the Underwriting Agreement and to proceed with the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees for the benefit of the Company, you and the other Underwriters that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending six months after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), as subject (1) offer, pledge, sell, contract to adjustment hereunder. The purchase price sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock, any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of one share 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 Common Stock under this Warrant shall the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be equal settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the Exercise Priceregistration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, as defined in Section 2(b)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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇SORRENTO THERAPEUTICS, INC. By: /s/ ▇▇▇▇▇ INC. By: ▇▇ Name: ▇▇▇▇▇ ▇▇ 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: A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Head of Investment Banking SORRENTO THERAPEUTICS, INC. – UNDERWRITING AGREEMENT Aegis Capital Corp 4,765,000 714,750 TOTAL 4,765,000 714,750 Number of Firm Shares: 4,765,000 Number of Option Shares: 714,750 Public Offering Price per Share: $5.25 Underwriting Discount per Share: $0.315 Proceeds to Company per Share (before expenses): $4.935 Underwriting Non-accountable expense allowance per Share: $0.02625 None. ▇▇▇▇▇ ▇▇, Ph.D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Cam ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 By: Name: S▇▇▇▇-▇▇▇ ▇▇▇▇▇ INC. By: Name: 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. WallachBeth Capital LLC [●] [●] [●] [●] [●] [●] [●] [●] TOTAL [●] [●] Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting NonNone. None. S▇▇▇▇-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇ ▇▇▇▇▇ ▇. L▇▇▇ ▇▇▇ Y▇▇▇ ▇▇ X▇▇ ▇▇▇▇ J▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇S▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 YEAR FOLLOWING [●], 20[●] (THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED “EFFECTIVE DATE”) TO ANYONE OTHER THAN ANY MEMBER PARTICIPATING IN THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITERS AS CONSIDERATION AND ITS OFFICERS OR PARTNERS (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 ●], 2025 AND IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING●]. Warrant Shares: ________________1 Initial Exercise Date: , 203[DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly sets forth the understanding between the Underwriters Underwriters, the Selling Stockholders, and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 By: /s/ C▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer and Director By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INC. ▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director By: /s/ Y▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and L▇▇ ▇▇▇▇ Name: Y▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and L▇▇ ▇▇▇▇ Title: Directors Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇/s/ E▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇Name: E▇▇▇ ▇▇▇▇▇▇ Title: Global Head of Investment Banking Dominari Securities LLC 3,000,000 Revere Securities LLC 750,000 TOTAL 3,750,000 Number of Firm Shares: 3,000,000 Public Offering Price per Firm Share: $ 4.00 Underwriting Discount per Firm Share(7%): $ 0.28 Accountable Expense Allowance (Total): $ 300,000 Non-accountable Expense Allowance per Firm Share (1%): $ 0.04 Proceeds to Company per Firm Share: $ (before expenses): $ 3.72 N/A M▇. ▇. ▇▇▇▇▇▇ six (6) months M▇. ▇. ▇. ▇▇▇▇▇▇ six (6) months M▇. ▇▇▇ H▇▇ ▇▇▇▇ six (6) months M▇. ▇▇▇▇▇▇ ▇▇▇ six (6) months Ms. X▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇six (6) months S▇▇ ▇▇▇ Sing L▇▇ ▇six (6) months Ace Champion Investments Limited* six (6) months Trendy View Assets Management Limited* six (6) months Chrome Fields Asset Management six (6) months * Except for Ace Champion Investments Limited with respect to 150,000 shares of Common Stock, and Trendy View Assets Management Limited with respect to 600,000 shares of Common Stock. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇Dominari Securities LLC 7▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ , ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco As the Representative named on Schedule 1 to the Underwriting Agreement Re: Aureus Greenway Holdings Inc. 1847 Holdings Ladies and Gentlemen: The undersigned understands that Dominari Securities LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Aureus Greenway Holdings Inc., a Delaware corporation formed under the laws of the Nevada (the “Company”) and certain stockholders of the Company (the “Selling Stockholders”), up to _______________1 providing for the public offering shares of Common Stockcommon stock, par value $0.0001 0.001 per shareshare (the “Shares”), of the Company (the “Warrant SharesPublic Offering”) in an amount and at a price to be finalized prior to consummation of the Public Offering. To induce the Representative to enter into the Underwriting Agreement, and in light of the benefits that the Public Offering will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged the undersigned 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 one hundred and eighty (180) days after the date the Public Offering is completed (the “Lock-Up Period”), as subject (1) offer, pledge, sell contract to adjustment hereunder. The purchase price sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of one share 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 Common Stock under this Warrant shall the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be equal settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the Exercise Priceregistration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, as defined in Section 2(b)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, 1847 ▇▇▇▇▇▇▇▇ SIGNAL GENETICS, 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Aegis Capital Corp Number of Firm Shares: [●] Number of Option Additional Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●None] [None.] [None.] B▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇S▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇R▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ D▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Alpha LLLP R▇▇▇ ▇▇▇ ▇▇▇▇ R▇▇▇▇ ▇. ▇▇▇▇▇ D▇▇▇▇ ▇. ▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF[Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, AGREES THAT IT WILL NOT SELLInc., TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INCwhich is incorporated by reference., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO ] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 Aegis Capital Corp. 8▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) of shares of Common Stockcommon stock, par value $0.0001 0.01 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇FREECAST, INC. By: ▇▇▇▇▇▇▇ INC▇. By: Name: Title: Confirmed as of the date first written above mentioned▇▇▇▇▇▇, ▇▇. Chief Executive Officer on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial ManagementALEXANDER CAPITAL, Inc. L.P. By: [Name: ] [Title: ThinkEquity] Alexander Capital, a division of Fordham Financial Management, Inc. L.P. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ] ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 PRESSURE BIOSCIENCES, INC. By: Name: R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ INC. By: Name: Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: E▇▇▇ ▇▇▇▇ Title: ThinkEquityHead of Investment Banking/Underwritings J▇▇▇▇▇ ▇▇▇▇▇▇ & Co., a division of Fordham Financial Management, Inc. TOTAL LLC Number of Firm Shares: [●•] Number of Firm Warrants [•] Number of Option Shares: [●•] Number of Option Warrants [•] Purchase Price per Option Warrant [•] Purchase Price per Option Share [•] Public Offering Price per Share: $Firm Security [●•] Underwriting Discount per ShareFirm Security: $[●•] Underwriting Non-accountable expense allowance per ShareFirm Security: $[●•] Proceeds to Company per Share Firm Security (before expenses): $[●•] [None.] [None.] J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ K▇▇▇▇ ▇. ▇▇▇▇▇▇▇ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ V▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ E▇▇▇▇▇ ▇. ▇▇▇▇ J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇N▇▇▇▇▇ ▇. L▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇V. ▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] _ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ 2018 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Effective Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Pressure BioSciences, Inc., a Delaware Massachusetts corporation (the “Company”), up to _______________1 _ shares of Common Stockcommon stock, par value $0.0001 0.01 per shareshare (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. Uptrend Holdings 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Title: Chief Executive Officer Cathay Securities, Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant TOTAL 1,500,000 Number of Firm Shares: ________________1 Initial Exercise Date1,500,000 Number of Option Shares: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING225,000 Public Offering Price per Firm Share: $ [ ] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies thatPublic Offering Price per Option Share: $ [ ] Underwriting Discount per Firm Share: $ [ ] Underwriting Discount per Option Share: $ [ ] Free Writing Prospectus Filed [ ], for value received2025, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunderFilm No. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)[ ].

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 cbdMD, INC. By: /s/ M▇▇▇ ▇. ▇▇▇▇▇▇▇ INC. By: Name: M▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Financial Officer and Chief Operating Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: /s/ E▇▇▇ ▇▇▇▇ Name: E▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. 12,480,000 1,872,000 The Benchmark Company, LLC 3,520,000 528,000 TOTAL 16,000,000 2,400,000 Number of Firm Shares: [●] 16,000,000 Number of Option Shares: [●] 2,400,000 Public Offering Price per Share: $[●] 1.00 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.075 Proceeds to Company per Share (after the underwriting discount and before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF0.925 Free Writing Prospectus filed with the SEC on January 8, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).2020

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. QMSK Technology Co., 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL : D. ▇▇▇▇▇ Capital LLC. D. ▇▇▇▇▇ Capital LLC. [*] Number of Firm Shares: [●1,500,000] Number of Option Additional Shares: [●[ ] Public Offering Price per Share: $[●[ ] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●[ ] Proceeds to Company per Share (before expenses): $[●[ ] [None.] [None.] ▇▇▇▇▇▇ M▇. ▇▇▇▇▇ ▇▇▇▇ M▇. ▇▇▇▇ ▇▇▇▇▇ Mr/Ms*. [*]* Mr/Ms*. [*]* Mr/Ms*. [*]* Mr/Ms*. [*]* Dyasin Eternity Holding Limited Dyasin Holding Limited Crystal Jing Limited QMSK (LINK) Technology Co., Ltd, a BVI business company limited by shares incorporated in the BVI Qingmin (HK) Technology Co., Limited, a company incorporated in Hong Kong with limited liability Qingmin Digital Science (Qingdao) Enterprise Management Co., Ltd, a company incorporated under PRC laws with limited liability Qingmin Digital Science (Qingdao) Technology Service Co., Ltd, a company incorporated under PRC laws with limited liability Qingmin Digital Science Co., Ltd, a company incorporated under PRC laws with limited liability Qingmin (Shanghai) Automotive Service Co., Ltd., a company incorporated under PRC laws with limited liability Qingmin Kehui (Qingdao) Brand Operation Co., Ltd., a company incorporated under PRC laws with limited liability Qingmin (Shanghai) Automotive Service Co., Ltd. (Anhui Branch), a branch company of Qingmin (Shanghai) Automotive Service Co., Ltd. organized under the laws of the PRC Qingmin (Shanghai) Automotive Service Co., Ltd. (Jiangsu Branch), a branch company of Qingmin (Shanghai) Automotive Service Co., Ltd. organized under the laws of the PRC Qingmin Digital Science (Beijing) Commerce Management Co., Ltd , a company incorporated under PRC laws with limited liability Q▇▇▇▇▇▇ ▇▇▇ Lan (Beijing) Technology Co., Ltd,a company incorporated under PRC laws with limited liability D. ▇▇▇▇▇ Capital LLC. 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇New York, New York 10022 Ladies and Gentlemen: The undersigned understands that D. ▇▇▇▇▇ ▇▇▇▇ ▇Capital LLC. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith QMSK Technology Co., upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.Ltd, a Delaware corporation Cayman Islands exempted company (the “Company”), up relating to _______________1 shares the proposed public offering (the “Public Offering”) of Common Stockordinary shares, par value $0.0001 per share, of the Company share (the “Warrant Ordinary Shares”), as subject of the Company. To induce the Representative to adjustment hereunder. The purchase price continue its efforts in connection with the Public Offering, the undersigned hereby agrees, pursuant to this agreement (the “Lock-Up Agreement”), that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date of the Underwriting Agreement and ending one share hundred 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 Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of Common Stock under this Warrant shall 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 equal settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the Exercise Priceregistration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, as defined in Section 2(b)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, 1847 SOLIGENIX, INC. By: Name: ▇▇▇▇▇▇▇▇▇▇▇ INC▇. By: Name: ▇▇▇▇▇▇▇, PhD Title: President and CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: : A. G.P./ALLIANCE GLOBAL PARTNERS Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: ThinkEquity, a division Head of Fordham Financial Management, Inc. TOTAL Investment Banking A.G.P./Alliance Global Partners [ ] Number of Firm Shares: [●] Number of Firm Warrants: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Warrant Exercise Price: [●] Public Offering Price per Share: $[●] Public Offering Price per Warrant: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance Discount per ShareWarrant: $[●] Proceeds to Company per Share share and warrant (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER▇▇▇▇▇▇ ▇. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Oreola ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ A.G.P./Alliance Global Partners ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that you (the “Representative”) and certain other firms (the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by the Underwriters of shares (the “Stock”) of common stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase shares of Common Stock, of Soligenix, Inc., a Delaware corporation (the “Company”), up and that the Underwriters propose to _______________1 reoffer the Stock and warrants to the public (the “Offering”). In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of the Representative, on behalf of the Underwriters, the undersigned will not, directly or indirectly, (a) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock; (b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, par value $0.0001 per share, of the Company whether any such transaction described in clause (the “Warrant Shares”), as subject a) or (b) above is to adjustment hereunder. The purchase price of one share be settled by delivery of Common Stock under this Warrant shall or other securities, in cash or otherwise; (c) except as provided for below, make any demand for or exercise any right or cause to be equal filed a registration statement, including any amendments thereto, with respect to the Exercise Priceregistration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company; or (d) publicly disclose the intention to do any of the foregoing for a period commencing on the date hereof and ending three (3) months after the date of the effective date of the Registration Statement relating to the Offering (such three-month period, as defined in Section 2(bthe “Lock-Up Period”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 By: Name: F▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ INC. By: Name: 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: A Division of Fordham Financial Management, Inc. By: Name: J▇▇▇▇ ▇▇▇▇▇▇▇ Title: ThinkEquityHead of Investment Banking Spartan Capital Securities, a division of Fordham Financial Management, Inc. TOTAL LLC Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇. F▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ T▇▇▇▇ ▇▇▇▇▇▇▇ S▇▇▇▇ ▇▇▇▇▇▇ S▇▇▇ ▇▇▇▇▇▇▇ G▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ C▇▇▇▇▇ ▇▇▇ J▇▇▇ ▇▇▇▇▇▇▇ T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇R▇▇▇▇ ▇▇▇▇ ▇. ▇Theseus Capital Ltd. Naia Ventures, LLC D▇▇▇▇▇▇ ▇Vaniekebelt R▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital Gencap Fund I LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Primal Nutrition, Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (2022 SPARTAN CAPITAL SECURITIES, LLC as Representative of the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) several Underwriters named on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 Schedule 1 attached hereto 4▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ Inc.▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that Spartan Capital Securities, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Trio Petroleum Corp., a Delaware corporation (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) of shares of Common Stockcommon stock of the Company, par value $0.0001 per share, of the Company share (the “Warrant SharesCommon Stock” or “Securities”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant Capitalized terms used herein and not otherwise defined shall be equal to have the Exercise Price, as defined meanings set forth for them in Section 2(b)the Underwriting Agreement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: Underwriting Discount per Firm Share: $[●] Underwriting Discount per Share: $[●•] Underwriting Non-accountable expense allowance per Firm Share: $[●•] Proceeds to Company per Firm Share (before expenses): $[●•] Price per Option Share: $[•] Underwriting Discount per Option Share: $[•] [None.] [None.] ▇▇▇▇▇▇▇▇ ▇. ▇Capital, Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. , ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Ladies and Gentlemen: The undersigned understands that WestPark Capital, Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith MMTEC, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation company limited by shares organized under the laws of the British Virgin Islands (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) of the common shares of Common Stockthe Company, par value $0.0001 0.001 per share, of the Company share (the “Warrant Common Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)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. 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, 1847 ▇▇▇▇▇▇▇▇ BIOVIE 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 heretoPlacement Agent: THINKEQUITY A Division of Fordham Financial Management, Inc. By: ___________________________________ Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm SharesUnits: [●] Number of Option Shares: [●•] Public Offering Price per ShareUnit: $[●•] Underwriting Discount Exercise Price per ShareWarrant: $[●] Underwriting Non-accountable expense allowance per Share: $[●•] Proceeds to Company per Share Unit (before expenses): $[●•] [None.] [. None.] . T▇▇▇▇▇ ▇▇▇▇▇▇ (as Chairman and Chief Executive Officer) T▇▇▇▇▇ ▇▇▇▇▇▇ (as owner of at least 5% of the Company’s outstanding shares of Common Stock) J▇▇▇▇▇▇▇ ▇. ▇▇▇▇ J▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ P▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ P▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ J▇▇ ▇▇▇▇ C▇▇▇▇ Do H▇▇▇ ▇▇▇▇▇ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (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 [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 Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] _ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 20220__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Effective Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ BioVie Inc., a Delaware Nevada corporation (the “Company”), up to _______________1 _ shares of Common StockClass A common stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. 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, 1847 ▇▇▇▇▇▇▇▇ NOVELOS THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇/s/ H▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: H▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer and President Accepted on the date first above written. R▇▇▇▇▇ & R▇▇▇▇▇▇, LLC By: /s/ J▇▇▇ ▇▇▇▇▇ Name: J▇▇▇ ▇▇▇▇▇ Title: Head of Investment Banking R▇▇▇▇▇ & R▇▇▇▇▇▇, LLC 1▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that R▇▇▇▇▇ Leonite Capital LLC 1847 & R▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings , LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “WarrantUnderwriter”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith Novelos Therapeutics, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the Underwriter of up to _______________1 $15 million (not including over-allotments) in aggregate offering price of shares of Common Stockcommon stock, par value $0.0001 0.00001 per share, of the Company (the “Warrant SharesCommon Stock”). To induce the Underwriter to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, the undersigned will not, during the period (the “Lock-Up Period”) commencing on the date hereof and ending 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), as subject (1) offer, pledge, sell, contract to adjustment hereunder. The purchase price of one share sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock (“Shares”) or any securities convertible into or exercisable or exchangeable for Shares, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares or such other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Shares or securities convertible into or exercisable or exchangeable for Shares or other securities of the Company, or (4) publicly disclose the intention to do any of the foregoing. Notwithstanding the foregoing, the undersigned may transfer Shares without the prior consent of the Underwriter in connection with (a) transactions relating to Shares or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under this Warrant Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be equal required or shall be voluntarily made in connection with subsequent sales of Shares or other securities acquired in such open market transactions, (b) transfers of Shares or any security convertible into Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Shares, shall be required or shall be voluntarily made during the Lock-up Period, (c) transfer of Shares to a charity or educational institution, or (d) if the undersigned is, or directly or indirectly controls, a corporation, partnership, limited liability company or other business entity, any transfers of Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value. The undersigned also agrees and consents to the Exercise Priceentry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Shares except in compliance with this Agreement. If the undersigned is an officer or director of the Company, as defined (i) the Underwriter agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in Section 2(b)connection with any transfer of Shares, the Underwriter will notify the Company of the impending release or waiver, and (ii) the Company will announce, in accordance with the Underwriting Agreement, the impending release or waiver by issuing a press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Underwriter hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the transferee has agreed in writing to be bound by the same terms described in this letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer. (i) the Company issues an earnings release or material news, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, unless the Underwriter waives such extension.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ SECOND SIGHT MEDICAL PRODUCTS, 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: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL 10,000,000 1,500,000 Number of Firm Shares: [●] 10,000,000 Number of Option Shares: [●] 1,500,000 Public Offering Price per Share: $[●] 5.00 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.35 Proceeds to Company per Share (before expenses): $[●] [None.] 4.65 [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ SEDO JESSY ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Holdco ▇▇▇▇▇▇ ThinkEquity A Division of Fordham Financial Management, Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ThinkEquity, a division of Fordham Financial Management, Inc., (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Second Sight Medical Products, Inc., a Delaware California corporation (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) of shares of Common Stockcommon stock, no par value $0.0001 per sharevalue, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ MR2 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: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: 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: By: (Seal) R▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President R▇▇▇▇▇▇ ▇▇▇▇▇▇▇ R▇▇▇▇▇ ▇▇▇▇▇▇▇ ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇B▇▇▇▇ ▇. ▇▇▇ Twelve months M▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Twelve months M▇▇▇▇▇▇ ▇. France Six months J▇▇▇ ▇. ▇▇▇▇ Twelve months A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Twelve months J▇. ▇▇▇ ▇▇▇▇▇▇ Twelve months R▇▇▇▇▇ ▇▇▇▇▇▇▇ Twelve months G▇. ▇▇▇▇▇ Rebel Six months R▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Twelve months G▇▇▇ ▇. ▇▇▇▇▇ Twelve months R▇▇▇▇▇▇ ▇▇▇▇▇▇ Twelve months E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC Six months THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (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 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 Shares: ________________1 Initial Exercise Date: ___] [DATE THAT IS 180 DAYS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ]. THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ ThinkEquity, a division of Fordham Financial Management Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after __________________, 202__ 20191 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Effective Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ MR2 Group, Inc., a Delaware Nevada corporation (the “Company”), up to _______________1 shares _____________ shares2 (the “Warrant Shares”) of Common Stockcommon stock, par value $0.0001 0.001 per share, of the Company (the “Warrant SharesCommon Stock”)) initially, as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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, 1847 ▇▇▇▇▇▇▇▇ INCNANO DIMENSION 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇Name: ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer Confirmed as of the date first written above mentioned: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇Name: ▇▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇-Fried ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Inc.▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Number of Shares: 35,000,000 Price per Share: $9.50 Placement Agent Cash Fee per Share: $0.30875 Proceeds to Company per Share (before expenses): $9.19125 None. This Securities Purchase Agreement (this” Agreement”) is dated as of January 13, 2021, between Nano Dimension Ltd., a Delaware corporation company organized under the laws of Israel (the “the” Company”), up to _______________1 shares of Common Stockand each purchaser identified on the signature pages hereto (each, par value $0.0001 per shareincluding its successors and assigns, of the Company (a “Purchaser” and collectively the “Warrant SharesPurchasers”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇ACURX PHARMACEUTICALS, INC. By: D▇▇▇▇ INC. By: Name: Title: ▇▇▇▇ President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial ManagementALEXANDER CAPITAL, Inc. L.P. By: Name: Title: ThinkEquityJ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director Alexander Capital, a division of Fordham Financial ManagementL.P. WallachBeth Capital, Inc. LLC TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇. D▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ R▇▇▇▇▇ ▇. ▇▇▇▇▇▇ C▇▇▇ ▇. ▇▇▇▇▇▇ T▇▇▇▇▇ ▇▇▇▇▇▇▇▇ J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇J▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇J▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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, 1847 By: /s/ M▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ INC. By: Name: M▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: Co-Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: /s/ E▇▇▇ ▇▇▇▇ Name: E▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. 1,566,667 300,000 The Benchmark Company LLC 300,000 0 C▇▇▇▇▇ ▇▇▇▇▇ Investments 133,333 0 TOTAL 2,000,000 300,000 Number of Firm Shares: [●] 2,000,000 Number of Option Shares: [●] 300,000 Public Offering Price per Share: $[●] 7.50 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.543750 Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF6.956250 Free Writing Prospectus filed with the SEC on December 2, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).2020

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 CINGULATE INC. By: Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ INC. By: Name: 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityB▇▇▇▇▇▇▇ Capital, a division of Fordham Financial Management, Inc. LLC [●] [●] [●] [●] [●] [●] [●] Brookline Capital Markets [●] [●] [●] [●] [●] [●] [●] L▇▇▇▇▇▇ & Company (UK) Ltd. [●] [●] [●] [●] [●] [●] [●] TOTAL [●] [●] [●] [●] [●] [●] [●] Number of Firm Shares: [●__] Number of Pre-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 Firm Share and accompanying Firm Series A Warrant and Firm Series B Warrant: [__] Public Offering Price per Pre-Funded Warrant and accompanying Firm Series A Warrant and Firm Series B Warrant: [__] 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 Pre-Funded Warrant and accompanying Firm Series A Warrant and Firm Series B Warrant: [__] Underwriting Discount per Option Share: $[●__] Underwriting Non-accountable expense allowance Discount per ShareOption 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 per Share (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 None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ L▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇ L▇▇▇▇▇ ▇. ▇▇▇▇▇ C▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇R▇▇▇ ▇. ▇▇▇▇▇ M▇▇▇▇▇▇ ▇▇▇▇▇ G▇▇▇▇ ▇. ▇▇▇▇▇ C▇▇▇ ▇▇▇▇▇▇▇▇ S▇▇▇▇ ▇▇▇▇▇▇▇▇▇ P▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ P▇▇▇▇ ▇▇▇. ▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇2023 B▇▇▇▇▇▇▇ CAPITAL, LLC 5▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Fort Washington, PA 19034 Ladies and Gentlemen: The undersigned understands that B▇▇▇▇▇▇▇ Capital, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Cingulate Inc., a Delaware corporation (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) of securities of the Company, including shares of Common Stockcommon stock of the Company, par value $0.0001 per share, of the Company share (the “Warrant SharesCommon Stock” 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”), as subject (1) offer, pledge, sell, contract to adjustment hereunder. The purchase price 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 one share 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 Common Stock under this Warrant shall the economic consequences of ownership of the Lock-Up Securities, whether any such transaction is to be equal settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the Exercise Priceregistration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, as defined in Section 2(b)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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇By: /s/ ▇▇▇▇▇▇ INC▇. By: ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇/s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer Boustead Securities, LLC 1,200,000 180,000 TOTAL 1,200,000 180,000 Number of Firm Shares: 1,200,000 Number of Option Shares: 180,000 Public Offering Price per Firm Share: $5.00 Public Offering Price per Option Share: $5.00 Underwriting Discount per Firm Share: $0.35 Underwriting Discount per Option Share: $0.35 Non-Accountable Expense Allowance per Firm Share: $0.05 Non-Accountable Expense Allowance per Option Share: $0.05 None None ▇▇▇▇ Enterprises of Arizona, Inc. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇’▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇Family Holdings, LLC ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇▇▇) ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇. The ▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings Revocable Living Trust Zone Right, LLC 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 PROVIDED HEREIN PROVIDED AND IN THE UNDERWRITING AGREEMENT BETWEEN BOUSTEAD SECURITIES, LLC (“BOUSTEAD”) AND SIGNING DAY SPORTS, INC., DATED AS OF [●], 202[●] (THE “UNDERWRITING AGREEMENT”), AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 202[●] (THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) THINKEQUITY, BOUSTEAD OR A DIVISION MEMBER OF FORDHAM THE FINANCIAL MANAGEMENTINDUSTRY REGULATORY AUTHORITY, INC., OR AN . (“FINRA”) PARTICIPATING IN THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH OF SUCH OFFERING AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER AN OFFICER, PARTNER, REGISTERED PERSON OR PARTNER AFFILIATE OF THINKEQUITYBOUSTEAD, A DIVISION EACH OF FORDHAM FINANCIAL MANAGEMENTWHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, INC.THE UNDERWRITING AGREEMENT, OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERAND IN ACCORDANCE WITH FINRA RULE 5110(E)(1). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING●], 2023. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING●]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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, 1847 SG BLOCKS, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ INC. By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ 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: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL 440,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] 440,000 Public Offering Price per Firm Share: $[●] 4.25 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.34 Proceeds to Company per Firm Share (before expenses): $[●] [1,720,400 None. None.] [None.] ▇▇ 1. ▇▇▇▇ ▇. ▇▇▇▇▇▇ 2. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 3. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 4. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. 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, 1847 ORAMED PHARMACEUTICALS INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ INC. By: Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: President and CEO Confirmed as of the date first written above mentioned, Mentioned on behalf of itself and as Representative of the several Underwriters named on Schedule 1 heretoitself: A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: ThinkEquity, a division Head of Fordham Financial Management, Inc. TOTAL Investment Banking Number of Firm Shares: [●] Number of Option Shares: [●] Public 1,580,000 Offering Price per Share: $[●] Underwriting Discount 10.00 Placement Fee per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.50 Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. 9.50 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Aegis Capital Corp. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Re: Oramed Pharmaceuticals Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”"Company") certifies that, for value received, _____________ or its assigns Ladies and Gentlemen: This letter agreement (this "Agreement") is delivered to you pursuant to the Placement Agency Agreement (the “Holder”"Placement Agency Agreement") is entitledto be entered into by the Company, upon as issuer, and Aegis Capital Corp., as the placement agent (the "Placement Agent"). Upon the terms and subject to the limitations on exercise and conditions of the conditions hereinafter set forthPlacement Agency Agreement, at any time on or after _____________, 202__ the Company intends to effect a registered direct offering (the “Initial Exercise Date”"Offering") and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 of shares (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares "Shares") of Common Stockcommon stock, par value $0.0001 0.012 per share, of the Company. The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of shares, options, warrants or other securities of the Company (the “Warrant Shares”"Company Securities"), as that the Company complete the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to adjustment hereundercertain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this Agreement to further assure the Placement Agent that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the placement agency effort. Therefore, as an inducement to the Placement Agent to execute the Placement Agency Agreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, engage in any hedging or other transactions, including, without limitation, any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to, or with respect to any security that includes, relates to, or derives any significant part of its value from (collectively a "Disposition"), any Company Securities, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the "Lock-Up Shares"), pursuant to the rules and regulations promulgated under the Securities Act of 1933, as amended (the "Act"), and the Securities Exchange Act of 1934, as amended, for a period commencing on the date hereof and ending 90 days after the date of the Company’s final prospectus relating to the Offering is first filed pursuant to Rule 424(b) under the Act, (the "Lock-Up Period"), without the prior written consent of the Placement Agent, or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register, under the Act, the undersigned’s sale, transfer or other disposition of any of the Lock-Up Shares or other securities of the Company held by the undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act during the Lock-Up Period. Notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues a release concerning earnings or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the Lock-Up Period, the Company announces it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period; the restrictions imposed in this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The purchase price of one share of Common Stock under this Warrant shall be equal undersigned agrees and consents to the Exercise Priceentry of stop transfer instructions with the Company’s transfer agent against the transfer of any Company Securities or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Company Securities, held by the undersigned except in compliance with this Agreement. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Shares in the transactions listed as (i)-(iv) below without the prior written consent of the Placement Agent, provided that (1) prior to such a transfer, the Placement Agent shall have received a duplicate form of this Agreement executed and delivered by each donee, trustee, distributee or transferee, as defined in Section 2(b)the case may be, and (2) no such transfer shall involve a disposition for value: (i) as a bona fide gift or gifts; (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; (iii) to any beneficiary of the undersigned pursuant to a will or other testamentary document or applicable laws of descent; or (iv) to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. 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, 1847 By: Name: J. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above, on behalf of itself as Underwriter: By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ INC. By: Name: Title: Confirmed as Director of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule Investment Banking Network 1 hereto: A Division of Fordham Financial ManagementSecurities, Inc. By: Name: Title: ThinkEquity, a division 1,300,000 Per Share $ 5.00 $ 0.325 $ 0.050 $ 4.625 Total $ 6,500,000 $ 422,500.00 $ 65,000.00 $ 6,012,500.00 Written Testing-the-Waters Communications List of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting NonLock-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] Up Parties ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, LLC ▇▇▇▇ ▇. ▇▇▇▇, MD, FACS Viet-An ▇▇▇▇ ▇▇ and affiliated entities Texas Treasury Safekeeping Trust Company J. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇[Form of Lock-Up Agreement] [●], 2017 Network 1 Financial Securities, Inc. Galleria, Penthouse ▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. , ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN Ladies and Gentlemen: This Lock-Up Agreement (Ithis “Agreement”) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________is being delivered to Network 1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK in connection with the proposed Underwriting Agreement (the “WarrantUnderwriting Agreement”) certifies thatbetween Genprex, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), and Network 1 Financial Securities, Inc. (“Network 1”), as underwriter (the “Underwriter”), and the other parties thereto (if any), relating to the proposed initial public offering (the “Offering”) of shares of common stock, par value $0.001 per share (the “Common Stock ”), of the Company. In order to induce Network 1 to enter into the Underwriting Agreement, and in light of the benefits that the offering of the Common Stock will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on and including the date of this Agreement through and including the date that is the 180th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of Network 1, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owed or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Stock. The undersigned acknowledges and agrees that any sales after the Lock-Up Period shall be conducted in connection with a registration statement or an exemption from registration and that the Company will analyze such exemptions with reference to the Undersigned’s status as an affiliate or non-affiliate of the Company as provided by Rule 144. If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this lock-up agreement shall continue to _______________apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Underwriter waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date. If the undersigned is an officer or director of the Company, (i) Network 1 agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, par value $0.0001 per shareNetwork 1 will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Network 1 hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. The restrictions set forth in the immediately preceding paragraph shall not apply to: (1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a charity or educational institution, or (d) if the undersigned is or was an officer, director or employee of the Company, to the Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company; (2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value; (3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value; (4) the exercise by the undersigned of any stock option(s) issued pursuant to the Company’s existing stock option plans, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement; (5) the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement; (6) the occurrence after the date hereof of any of (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Warrant SharesExchange Act”)) of effective control (whether through legal or beneficial ownership of capital stock of the Company, as by contract or otherwise) of 100% of the voting securities of the Company, (b) the Company merges into or consolidates with any other entity, or any entity merges into or consolidates with the Company, (c) the Company sells or transfers all or substantially all of its assets to another person, or (d) provided, that, the Common Stock received upon any of the events set forth in clauses (a) through (c) above shall remain subject to adjustment hereunder. The purchase price the restrictions provided for in this Agreement; (7) transfers consented to, in writing by Network 1; provided, however, that in the case of any transfer described in clause (1), (2) or (3) above, it shall be a condition to the transfer that (A) the transferee executes and delivers to Network 1, acting on behalf of the Underwriter, not later than one share business day prior to such transfer, a written agreement, in substantially the form of this Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and otherwise satisfactory in form and substance to Network 1, and (B) if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock under this Warrant or Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares during the Lock-Up Period, the undersigned shall be equal include a statement in such report to the Exercise Priceeffect that, in the case of any transfer pursuant to clause (1) above, such transfer is being made as a gift or by will or intestate succession or, in the case of any transfer pursuant to clause (2) above, such transfer is being made to a shareholder, partner or member of, or owner of a similar equity interest in, the undersigned and is not a transfer for value or, in the case of any transfer pursuant to clause (3) above, such transfer is being made either (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as defined the case may be, or all or substantially all of the undersigned’s assets or (b) to another corporation, partnership, limited liability company or other business entity that is an affiliate of the undersigned and such transfer is not for value. In addition, the restrictions set forth herein shall not prevent the undersigned from entering into a sales plan pursuant to Rule 10b5-1 under the Exchange Act after the date hereof, provided that (i) a copy of such plan is provided to Network 1 promptly upon entering into the same and (ii) no sales or transfers may be made under such plan until the Lock-Up Period ends or this Agreement is terminated in Section 2(baccordance with its terms. For purposes of this paragraph, “immediate family” shall mean a spouse, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the undersigned; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act; (8) the exchange or conversion by the undersigned of any securities exchangeable for or convertible into shares of Common Stock; provided, that, the Common Stock received upon such exchange or conversion shall remain subject to the restrictions provided for in this Agreement; and (9) Transfers of shares of Common Stock in connection with transactions relating to shares of Common Stock acquired in open market transactions after the completion of the Offering.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-non- compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-non- compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Company and the CompanyRepresentative, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ 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 heretoDate: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer Date: WestPark Capital, Inc. Number of Firm Shares: Number of Option Shares: Public Offering Price per Share: Underwriting Discount per Share: Proceeds to Company per Share (before expenses): , 2024 WestPark Capital, Inc. ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement Ladies and Gentlemen: The undersigned understands that Westpark Capital, Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “WarrantUnderwriter”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.Star Fashion Culture Holdings Limited, a Delaware corporation Cayman Islands company (the “Company”), up to providing for the initial public offering (the “Public Offering”) of Class A ordinary shares, par value $_______________1 shares of Common Stock, par value $0.0001 _ per share, of the Company (the “Warrant Shares”). To induce the Underwriter to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, the undersigned will not, during the period commencing on the date hereof and ending on ______ (180 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”)), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, now owned by the undersigned or any affiliate of the undersigned or with respect to which the undersigned or any affiliate of the undersigned has acquired the power of disposition; the shares of common stock owned by the undersigned are hereinafter referred to as the “Lock- Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, whether any such transaction is to be settled by delivery of shares of Lock-Up Securities, in cash or otherwise; (3) except as otherwise permissible under the Underwriting Agreement, make any demand for or exercise any right with respect to the registration of any Lock- Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Underwriter in connection with: (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as subject amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Lock- Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to adjustment hereundera family member or trust for the benefit of a family member (for purposes of this agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be; or (e) the sales of Shares to cover the payment of the exercise prices or the payment of taxes associated with the exercise or vesting of equity awards under any equity compensation plan of the Company; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Underwriter a lock-up agreement substantially in the form of this lock-up agreement; and (iii) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made, except for a Form 5. The purchase price of one share of Common Stock under this Warrant shall be equal undersigned also agrees and consents to the Exercise Price, as defined Company’s entry of stop transfer instructions with the Company’s transfer agent against the transfer of the undersigned’s Lock-Up Securities except in Section 2(b)compliance with this lock-up agreement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇RENNOVA HEALTH, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule I hereto: AEGIS CAPITAL CORP, By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Head of Investment Banking If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, RENNOVA HEALTH, INC. By: :______________________________ Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial ManagementAEGIS CAPITAL, Inc. CORP. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Head of Investment Banking Aegis Capital Corp. 645,161 9,000 96,774 Option Shares and 1,350 Option Preferred Shares 967,742 Number of Firm Series A Units: 645,161 Number of Firm Series B Units: 9,000 Number of Option Shares: 96,774 Number of Option Preferred Shares: 1,350 Number of Option Warrants: 967,742 Offering Price per Firm Series A Unit: $1.55 Offering Price per Firm Series B Unit: $1,000.00 Underwriting Discount per Firm Series A Unit: $0.1085 Underwriting Discount per Firm Series B Unit: $70.00 Proceeds to Company per Firm Series A Unit (before expenses): $1.4415 Proceeds to Company per Firm Series B Unit (before expenses): $930.00 Free Writing Prospectus filed with the Commission on December 7, 2015 ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Dr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Aella Ltd. Epizon Ltd. ▇▇. ▇▇▇▇▇▇ ▇. Mendolia ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. , III ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Aegis Capital Corp. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 , ▇▇▇▇ ▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Rennova Health, Inc., a Delaware corporation (the “Company”), up and you, the representative of the several underwriters named therein (the “Representative”), relating to _______________1 shares an underwritten public offering (the “Offering”) of Common Stockcommon stock, par value $0.0001 0.01 per share, of the Company (the “Warrant SharesCommon Stock”), and warrants to purchase Common Stock. In order to induce you to enter into the Underwriting Agreement, the undersigned will not, without prior written consent of the Representative, offer, sell, contract to sell, pledge or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as subject to adjustment hereunder. The purchase price amended, and the rules and regulations of one share the Securities and Exchange Commission promulgated thereunder (the “Exchange Act”) with respect to, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for Common Stock, or publicly announce an intention to effect any such transaction, for a period from the date hereof until, and including the date that is 90 days after the date of the Underwriting Agreement (the “Lock-Up Period”). The restrictions described in the foregoing sentence shall not apply to: a. If the undersigned is not an officer or director of the Company, transactions relating to shares of Common Stock acquired in a directed share program instituted in connection with the Offering or in open market transactions after the completion of the Offering, provided that no filing under this Warrant the Exchange Act shall be equal required or shall be voluntarily made in connection with subsequent sales of Common Stock acquired in such manner; b. the transfer of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (i) to the Exercise Pricespouse, domestic partner, parent, sibling, child or grandchild of the undersigned or any other person with whom the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin (each, an “immediate family member”) or to a trust, or other entity formed for estate planning purposes, formed for the direct or indirect benefit of the undersigned or of an immediate family member of the undersigned; (ii) by bona fide gift, will or intestacy; (iii) if the undersigned is a corporation, partnership, limited liability company or other business entity (A) to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the undersigned or (B) as defined part of a disposition, transfer or distribution by the undersigned to its members, limited partners or equity holders; or (iv) if the undersigned is a trust, to a trustor or beneficiary of the trust; provided that in Section 2(bthe case of any transfer or distribution pursuant to this clause (b), (1) each transferee, trustee, donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter for the balance of the Lock-Up Period, and (2) no filing under the Exchange Act shall be required or shall be voluntarily made during the Lock-Up Period; c. the receipt by the undersigned from the Company of shares of Common Stock (the “Plan Shares”) upon the vesting of any securities or the exercise of any options to purchase the Company’s securities issued pursuant to the Company’s equity incentive plans or the transfer of shares of Common Stock or any securities convertible into Common Stock to the Company upon a vesting event of the Company’s securities or upon the exercise of options or warrants to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, provided that no filing under the Exchange Act shall be required or shall be voluntarily made during the Lock-Up Period and provided further, that the Plan Shares shall be subject to the terms of this letter; d. the transfer of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company, pursuant to agreements under which the Company has the option to repurchase such shares or securities or a right of first refusal with respect to transfers of such shares or securities; e. the establishment of a trading plan pursuant to Rule 10b5 1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Lock-Up Period and (ii) no public announcement or filing under the Exchange Act is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan; f. the transfer of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock that occurs by operation of law including pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee signs and delivers a lock-up letter substantially in the form of this letter for the balance of the Lock-Up Period, and provided further, that no filing under the Exchange Act shall be required or shall be voluntarily made during the Lock-Up Period; g. transfers, sales, tenders or other dispositions of any of the undersigned’s shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock pursuant to a tender offer for securities of the Company that would, if consummated, result in not less than a majority of the outstanding voting securities of the Company being disposed in such transaction or pursuant to any other transaction, including, without limitation, a merger, consolidation or other business combination, resulting in not less than a majority of the outstanding voting securities of the Company being disposed in such transaction (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of any of the undersigned’s Shares in connection with any such transaction or to vote any of the undersigned’s Shares in favor of any such transaction); provided that, if such tender offer or other transaction is not completed, any of the undersigned’s securities subject to this lock-up agreement shall remain subject to the restrictions contained in this lock-up agreement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ECMOHO Limited By: /s/ ▇▇▇▇▇ ▇▇▇▇ INC. By: Name: ▇▇. ▇▇▇ ▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Executive Officer Aegis Capital Corp. 10,000,000 1,281,057 Number of Firm Shares: 10,000,000 Number of Additional Shares: 1,281,057 Public Offering Price per Share: $0.90 Underwriting Discount per Share: $0.063 Proceeds to Company per Share (before expenses): $0.837 List of Lock-Up Parties List of officers and directors executing lock-up agreements • ▇▇▇ ▇▇▇▇ (▇▇▇▇ ▇▇▇▇; CEO and director) • ▇▇ ▇▇▇ (CFO) • ▇▇▇ ▇▇▇▇ (COO & Director) • ▇▇▇▇ ▇▇ (Director) • ▇▇▇▇▇▇ ▇▇▇▇ (▇▇▇▇ ▇▇▇; Director) • ▇▇▇▇▇ ▇▇ (Director) Form of Lock-Up Agreement ▇▇▇▇▇ Capital Corp., As Underwriter of the Company ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Ladies and Gentlemen: The undersigned understands that Aegis Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK Corp. (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.ECMOHO Limited, a Delaware Cayman Islands corporation (the “Company”), up to _______________1 shares providing for the public offering (the “Public Offering”) of Common StockAmerican Depositary Shares, each representing four (4) Class A ordinary shares, par value $0.0001 US$0.00001 per shareshare (the “Ordinary Shares”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly 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, 1847 VOCODIA HOLDINGS CORP By: B▇▇▇▇ ▇▇▇▇▇▇▇ INC. By: Name: 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityJ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director Alexander Capital, a division of Fordham Financial Management, Inc. TOTAL L.P. 1,000,000 150,000 Number of Firm Shares: [●] 1,000,000 Number of Option Shares: [●] 150,000 Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇B▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇J▇▇▇▇ ▇▇▇▇▇▇▇ M▇▇▇ ▇. ▇▇▇▇▇▇ R▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇L▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇R▇▇▇▇▇▇ ▇▇▇▇▇ N▇▇ ▇. ▇▇▇▇▇▇ Alexander Capital, L.P., as Representative 1▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFNew York, AGREES THAT IT WILL NOT SELLNew York 10004 Ladies and Gentlemen: The undersigned understands that you, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK as representative (the “WarrantRepresentative”) certifies thatof the several Underwriters (as defined below), for value received, _____________ or its assigns propose to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.Vocodia Holdings Corp, a Delaware Wyoming corporation (the “Company”), up to _______________1 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 Stockcommon stock, par value $0.0001 per share, of the Company (the “Warrant 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, as subject to adjustment hereunder. The purchase price the undersigned hereby agrees that, without the prior written consent of one share the Representative, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the date of Common Stock under this Warrant shall be equal the final prospectus (the “Prospectus”) relating to the Exercise PriceInitial Public Offering (the “Lock-Up Period”), as defined (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in Section 2(b)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, 1847 By: Name: S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ INC. By: Name: 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityE▇ ▇▇▇▇▇▇, a division of Fordham Financial ManagementBenchmark Investments, Inc. LLC 27,400,000 4,110,000 TOTAL 27,400,000 4,110,000 Number of Firm Shares: [●] 27,400,000 Number of Option Shares: [●] 4,110,000 Public Offering Price per Firm Share: $[●] 0.50 Underwriting Discount per Share: $[●] 0.035 Underwriting Non-accountable expense allowance per Share: $[●] 0.005 Proceeds to Company per Share (before expenses): $[●] [0.46 None. None.] [None.] ▇▇▇▇▇▇ ▇ 1. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇, Chief Executive Officer and Director 2. R▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, Chief Financial Officer 3, G▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Chief Operating Officer

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 DOCUMENT SECURITY SYSTEMS, INC. By: Name: F▇▇▇▇ ▇. ▇▇▇▇▇▇▇ INC. By: Name: 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: A Division of Fordham Financial Management, Inc. By: Name: D▇▇▇▇ ▇. ▇▇▇▇▇ Title: ThinkEquity, a division Co-Head of Fordham Financial Management, Inc. TOTAL Number of Firm SharesInvestment Banking Name: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇J▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Co-Head of Investment Banking Aegis Capital Corp. 11,200,000 1,680,000 Pricing Information Number of Firm Shares: 11,200,000 Number of Additional Shares: 1,680,000 Public Offering Price per Share: $0.50 Underwriting Discount per Share: $0.04 Proceeds to Company per Share (before expenses): $0.46 F▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇Heng Fai A▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. J▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ P▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Lo W▇▇ ▇▇▇ D▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 B▇▇▇▇ ▇. S▇▇▇▇ ▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ___G▇▇▇▇▇▇ ▇▇▇▇ Thatch __________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 2019 Aegis Capital Corp. 8▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Document Security Systems Inc., a Delaware New York corporation (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) of shares of Common Stockcommon stock, par value $0.0001 0.002 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: CFO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. THINKEQUITY By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. 700,056 104,944 Aegis Capital Corp. 333,360 49,973 Spartan Capital Securities, LLC 77,784 11,660 TOTAL 1,111,200 166,577 Number of Firm Shares: [●] 1,111,200 Number of Option Shares: [●] 166,577 Public Offering Price per Share: $[●] 9.00 Underwriting Discount per Share: $[●] 0.675 Underwriting Non-accountable expense allowance per Share: $[●] 0.09 Proceeds to Company per Share (before expenses): $[●] [8.235 None.] [None.] . ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ MR2 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: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: The undersigned hereby join in this Agreement and agree to be bound by Sections 2.47, 5.1 and 5.3 above, acknowledging that each has or will receive material personal benefit from the transactions described herein: By: /s/ R▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (Seal) R▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President R▇▇▇▇▇▇ ▇▇▇▇▇▇▇ R▇▇▇▇▇ ▇▇▇▇▇▇▇ ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇B▇▇▇▇ ▇. ▇▇▇ Twelve months M▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Twelve months M▇▇▇▇▇▇ ▇. France Six months J▇▇▇ ▇. ▇▇▇▇ Twelve months A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Twelve months J▇. ▇▇▇ ▇▇▇▇▇▇ Twelve months R▇▇▇▇▇ ▇▇▇▇▇▇▇ Twelve months R▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Twelve months G▇▇▇ ▇. ▇▇▇▇▇ Twelve months R▇▇▇▇▇▇ ▇▇▇▇▇▇ Twelve months E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC Six months THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (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 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 Shares: ________________1 Initial Exercise Date: ___] [DATE THAT IS 180 DAYS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ]. THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ ThinkEquity, a division of Fordham Financial Management Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after __________________, 202__ 20191 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 the date that is five (5) years following the Effective Date (the “Termination Date”), ) but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ MR2 Group, Inc., a Delaware Nevada corporation (the “Company”), up to _______________1 shares _____________ shares2 (the “Warrant Shares”) of Common Stockcommon stock, par value $0.0001 0.001 per share, of the Company (the “Warrant SharesCommon Stock”)) initially, as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇FREECAST, INC. By: ▇▇▇▇▇▇▇ INC▇. By: Name: 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: A Division of Fordham Financial ManagementALEXANDER CAPITAL, Inc. By: L.P. [Name: ] [Title: ThinkEquity] Alexander Capital, a division of Fordham Financial Management, Inc. L.P. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ] ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ RELIANCE GLOBAL GROUP, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division division of Fordham Financial ManagementBenchmark Investments, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm SharesShares and Accompanying Firm Warrants: [●] Number of Option SharesShares and Accompanying Option Warrants: [●] Public Offering Price per ShareShare and Accompanying Warrant: $[●] Underwriting Discount per ShareShare and Accompanying Firm Warrant: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share and Accompanying Warrant (before expenses): $): 1. [●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder] 4. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)5.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 CAPSOVISION, INC. By: /s/ ▇▇▇▇-▇▇▇▇ (▇▇▇▇▇▇) ▇▇▇▇ INC. By: Name: ▇▇▇▇-▇▇▇▇ (▇▇▇▇▇▇) ▇▇▇▇ Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial ManagementTHE BENCHMARK COMPANY, Inc. LLC By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇/s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇Title: Senior Managing Director Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: ▇▇▇▇ ▇▇CAPITAL PARTNERS, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President and Head of Investment Banking The Benchmark Company, LLC 2,750,000 412,500 ▇▇▇▇ ▇Capital Partners, LLC 2,750,000 412,500 1 3,774,800 Firm Shares were sold to the investors introduced by the Company and set forth on Schedule 3 hereto. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC Number of Firm Shares: 5,500,000 Number of Option Shares: 825,000 Public Offering Price per Share: $5.00 Underwriting Discount per Share: $0.35 Underwriting Discount per Share (for investors on Schedule 3 only): $0.25 Proceeds to Company per Share (before expenses): $4.65 Proceeds to Company per Share (before expenses) (for investors on Schedule 3 only): $4.75 Written Testing-the-Waters Communications List of Lock-Up Parties 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 [●], 2025, WHICH IS THE COMMENCEMENT DATE OF EFFECTIVENESS OF SALES IN THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.THE BENCHMARK COMPANY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (THE “OFFERING”), OR (II) A BONA FIDE OFFICER THE OFFICERS OR PARTNER PARTNERS, REGISTERED PERSONS OR AFFILIATES OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., BENCHMARK COMPANY LLC OR OF ANY SUCH AN UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING●], 20251. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING●], 20302. Warrant Shares: ________________1 Initial Exercise Date: For the Purchase of [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares ●]3 Shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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] TLV1 626386633v4 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, 1847 ▇▇▇▇▇▇▇▇ SADOT 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇Name: ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇Title: Chief Executive Officer Confirmed as of the date first written above mentioned THINKEQUITY LLC By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇Name: ▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Title: Head of Investment Banking \ 41 Sch 1-1 TLV1 626386633v4 SCHEDULE 1 Terms Number of Shares: ________________1 Initial Exercise Date2,500,000 Share Offering Price: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject $1.00 Aggregate Proceeds to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).before expenses): $2,300,000

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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. TOP WEALTH GROUP HOLDING 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Chairman Revere Securities, LLC 2,000,000 Number of Firm Shares: 2,000,000 Number of Option Shares: [300,000] Public Offering Price per Firm Share: $5.00 Public Offering Price per Option Share: $5.00 Underwriting Discount per Firm Share: $0.35 Underwriting Discount per Option Share: $0.35 Accountable Expense Allowance (Total): $250,000 Non-accountable Expense Allowance per Option Share: N/A None. ▇▇▇ ▇▇▇▇ Kings, ▇▇▇▇ (1) 20,160,000 180 days ▇▇▇▇, ▇▇▇▇▇▇ 0 180 days ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ 0 180 days Feiyong, LI 0 180 days Phei Suan, HO 0 180 days ▇▇▇ ▇▇▇▇, CHIK 0 180 days Winwin Development Group Limited (1) 20,160,000 180 days (1) ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ beneficially owns 20,160,000 Ordinary Shares through Winwin Development Group Limited, a company incorporated under the laws of the British Virgin Islands, which is owned as to 90% by ▇▇. ▇▇▇ ▇▇▇▇ Kings, ▇▇▇▇ and 10% by ▇▇. ▇▇▇ Fai, ▇▇▇▇▇. ▇▇. ▇▇▇ ▇▇▇▇ Kings, ▇▇▇▇ is the sole director of Winwin Development Group Limited. ▇▇. ▇▇▇▇ may be deemed the beneficial owners of the Ordinary Shares held by Winwin Development Group Limited, and ▇▇. ▇▇▇▇ holds the voting and dispositive power over the Ordinary Shares held by Winwin Development Group Limited. The registered address of Winwin Development Group Limited is Craigmuir ▇▇▇▇▇▇▇▇, Road Town, Tortola, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital Revere Securities, LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings Ladies and Gentlemen: The undersigned understands that Revere Securities, LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.Top Wealth Group Holding Limited, a Delaware corporation Cayman Islands company (the “Company”), up to _______________1 shares providing for the public offering (the “Public Offering”) of Common Stockordinary shares, par value $0.0001 per share, of the Company (the “Warrant Shares”). To induce the Representative to continue its efforts in connection with the Public Offering, as subject to adjustment hereunder. The purchase price 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 one share of Common Stock under this Warrant shall be equal hundred and eighty (180) days after the date the Offering is completed (the “Prospectus”) relating to the Exercise PricePublic Offering (the “Lock-Up Period”), as defined (1) offer, pledge, sell contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in Section 2(b)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 yoursBIOCEPT, 1847 ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: Name: Title: ThinkEquity, a division of Fordham Financial ManagementAegis Capital Corp. Feltl and Company, Inc. TOTAL Number of Firm Shares: [●[ ] Number of Option Shares: [●[ ] Public Offering Price per Shareshare: $[●[ ] Underwriting Discount per Shareshare: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●[ ] [None.] [None.] ▇▇D▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇M▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Ph. D. B▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, CPA B▇▇▇▇ ▇. ▇▇▇▇▇▇▇ M▇▇▇▇▇▇ ▇. ▇▇▇▇ E▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇I▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).M.D.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. CBL INTERNATIONAL 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇/s/ C▇▇▇ ▇▇▇▇ ▇▇▇ Name: C▇▇▇ ▇▇▇▇ ▇▇▇ Title: Chief Executive Officer PACIFIC CENTURY SECURITIES, LLC By: /s/ F▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇ Name: F▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc.Title: Chief Executive Officer Pacific Century Securities, a Delaware corporation LLC 3,325,000 Number of Firm Shares: 3,325,000 Public Offering Price per Firm Share: $ 4.00 Underwriting Discount per Firm Share: $ 0.28 Proceeds to Company per Firm Share (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)before expenses): $ 12,369,000 None.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇By: Name: ▇▇▇▇▇ INC. By: Name: ▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: ThinkEquityManaging Director, a division of Fordham Financial ManagementInvestment Banking American Trust Investment Services, Inc. 2,000,000 TOTAL 2,000,000 Number of Firm Shares: [●] 2,000,000 Number of Option Shares: [●] 300,000 Public Offering Price per Firm Share: $[●] 4.00 Public Offering Price per Option Share: $4.00 Underwriting Discount per Firm Share: $[●] 0.28 Underwriting Non-accountable expense allowance Discount per Option Share: $[●] 0.28 Proceeds to Company per Firm Share (before expenses): $[●] [None.] [None.] 3.72 Proceeds to Company per Option Share (before expenses): $3.72 ▇▇. ▇▇▇▇▇ ▇▇▇ six (6) months ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇▇▇) ▇▇▇▇▇ six (6) months Mr. Dyota Mahottama Marsudi six (6) months ▇▇. ▇▇▇▇▇ ▇▇ six (6) months ▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇ six (6) months Mr. ▇▇▇ ▇▇▇▇ ▇▇▇ six (6) months ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ six (6) months Key Craft Limited six (6) months Gleneagles Day Group Limited six (6) months American Trust Investment Services, Inc. ▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇. San Clemente, California 92672 Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco , Banking Principal Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to American Trust Investment Services, Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF(the “Underwriter”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between DT House Limited, AGREES THAT IT WILL NOT SELLan exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLand the Underwriter, TRANSFERrelating to the proposed public offering (the “Offering”) of ordinary shares, ASSIGNpar value US$0.001 per share (the “Ordinary Shares”), PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN of the Company. In order to induce the Underwriter to continue its efforts in connection with the Offering, and in light of the benefits that the offering of the Ordinary Shares will confer upon the undersigned in its capacity as a shareholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, during the period beginning on and including the date of this Agreement through and including the date that is six (I6) THINKEQUITYmonths after the commencement date of the trading of the Ordinary Shares (the “Lock-Up Period”), A DIVISION OF FORDHAM FINANCIAL MANAGEMENTthe undersigned will not, INC.without the prior written consent of Underwriter, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERINGdirectly or indirectly, OR (IIi) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYoffer, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTsell, INC.assign, OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERtransfer, pledge, contract to sell, encumber, grant any option for the sale of, or otherwise dispose of, or announce the intention to otherwise dispose of, any Ordinary Shares now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for Ordinary Shares, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Ordinary Shares. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Underwriter waives, in writing, such extension. VOID AFTER 5:00 P.M.If the undersigned is an officer or director of the Company, EASTERN TIME(i) Underwriter agrees that, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Ordinary Shares, Underwriter will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Warrant Any release or waiver granted by Underwriter hereunder to any such officer or director shall only be effective two business days after the publication date of such press release; provided, that such press release is not a condition to the release of the aforementioned lock-up provisions due to the expiration of the Lock-Up Period. The provisions of this paragraph will also not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The restrictions set forth in the immediately preceding paragraph shall not apply to (i) any transfers made by the undersigned: (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a charity or educational institution, or (d) if the undersigned is or was an officer, director or employee of the Company, to the Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company; or (ii) transfers consented to, in writing by Underwriter; provided however, that in the case of any transfer described in clause (i) above, it shall be a condition to the transfer that the transferee executes and delivers to the Representative of the Underwriters, acting on behalf of the Underwriters, not later than one business day prior to such transfer, a written agreement, in substantially the form of this Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and otherwise satisfactory in form and substance to Underwriter. For purposes of this paragraph, “immediate family” shall mean a spouse, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the undersigned. The undersigned further agrees that (i) it will not, during the Lock-Up Period, make any demand or request for or exercise any right with respect to the registration under the Securities Act of any Ordinary Shares or other Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares or other Beneficially Owned Shares, and (ii) the Company may, with respect to any Ordinary Shares or other Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares or other Beneficially Owned Shares owned or held (of record or beneficially) by the undersigned, cause the transfer agent or other registrar to enter stop transfer instructions and implement stop transfer procedures with respect to such securities during the Lock-Up Period. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement and that this Agreement has been duly authorized (if the undersigned is not a natural person), executed and delivered by the undersigned and is a valid and binding agreement of the undersigned. This Agreement and all authority herein conferred are irrevocable and shall survive the death or incapacity of the undersigned (if a natural person) and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. This Agreement shall automatically terminate upon the earliest to occur, if any, of (1) either the Underwriter, on the one hand, or the Company, on the other hand, advising the other in writing, they have determined not to proceed with the Offering, (2) termination of the Underwriting Agreement before the sale of any Ordinary Shares, (3) the withdrawal of the Registration Statement, or (4) the Offering has not closed by the termination date of the Offering or such other date as may be agreed as the final date of the Offering if the Company and the Underwriter extend the Offering. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. 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: # of Ordinary Shares Held by Signatory: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares ____ American Trust Investment Services, Inc. ▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ San Clemente, California 92672 Attn: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Banking Principal Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to American Trust Investment Services, Inc. (the “Underwriter”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between DT House Limited, an exempted company incorporated with limited liability under the laws of Common Stockthe Cayman Islands (the “Company”), and the Underwriter, relating to the proposed public offering (the “Offering”) of ordinary shares, par value $0.0001 US$0.001 per share, of the Company share (the “Warrant Ordinary Shares”), as subject of the Company. In order to adjustment hereunder. The purchase price induce the Underwriter to continue its efforts in connection with the Offering, and in light of one share the benefits that the offering of Common Stock under the Ordinary Shares will confer upon the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company agrees with the Underwriter that, during the period beginning on and including the date of this Warrant Agreement through and including the date that is six (6) months after the commencement date of the trading of the Ordinary Shares (the “Lock-Up Period”), the Company, nor any of its subsidiaries, shall not, without the prior written consent of Underwriter, directly or indirectly: (i) offer, sell, transfer, pledge, contract to sell, grant any option or other derivative of, or announce the intention to otherwise issue any Ordinary Shares or other securities of the Company, or any of its subsidiaries, or securities convertible into or exercisable or exchangeable for Ordinary Shares or other securities of the Company or any of its subsidiaries; (ii) issue any Ordinary Shares or other securities of the Company or its subsidiaries, whether in connection with a merger, consolidation, exchange, combination, reclassification, reorganization, stock split, stock dividend, or otherwise; (iii) file or caused to be equal filed any registration statement with the Commission relating to the Exercise Priceoffering of any Ordinary Shares or other securities of the Company or its subsidiaries, as defined or any securities convertible into or exercisable or exchangeable for Ordinary Shares or other securities of the Company or its subsidiaries, other than post-effective amendments to the Registration Statement registering the Ordinary Shares being offered and sold in Section 2(b)the Offering; (iv) enter into any variable rate transaction or any other agreement for the future issuance of Ordinary Shares or other securities of the Company or its subsidiaries; (v) enter into any agreement or other arrangement or scheme to issue or otherwise authorize for issuance any Ordinary Shares or other securities of the Company or its subsidiaries; or (vi) terminate or otherwise discontinue the services of VStock Transfer, LLC.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. 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, 1847 ▇▇▇▇▇▇▇▇ AGM GROUP 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇/s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ Title: CEO By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇Title: Managing Director Network 1 Financial Securities, Inc. ▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that Network 1 Financial Securities, Inc. (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with AGM Group Holdings Inc., a British Virgin Islands exempted limited liability company (the “Company”), providing for the public offering (the “Public Offering”) by the Underwriter named in the Underwriting Agreement of minimum of 1,000,000 and maximum of 1,400,000 Class A ordinary shares (“Ordinary Shares”), par value $0.001 per share, of the Company. To induce the Underwriter to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period commencing on the date hereof and ending 180 days after the Closing Date (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or capital stock of the Company including Ordinary Shares or any securities convertible into or exercisable or exchangeable for such Ordinary Shares or capital stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such Ordinary Shares or capital stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Company capital stock or such other securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may transfer Ordinary Shares held by the undersigned without the prior consent of the Underwriter in connection with (a) transfers of Shares or any security convertible into Ordinary Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (a), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Ordinary Shares (or Ordinary Shares representing the same), shall be required or shall be voluntarily made during the Lock-up Period, (b) transfer of Ordinary Shares to a charity or educational institution, or (c) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Ordinary Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value. In addition, the undersigned agrees that during the Lock-Up Period, without the prior written consent of the Underwriter, it will not make any demand for or exercise any right with respect to the registration of any Ordinary Shares or Ordinary Shares or any security convertible into or exercisable or exchangeable for such Ordinary Shares or Ordinary Shares. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent(s) and/or registrar against the transfer of the undersigned’s securities or Ordinary Shares except in compliance with this Agreement. If (i) the Company issues an earnings release or material news, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, unless the Underwriter waives such extension. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire Ordinary Shares, or securities exchangeable or exercisable for or convertible into Ordinary Shares, provided that the undersigned does not transfer the Ordinary Shares acquired on such exercise or exchange during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this letter agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares within the Lock-Up Period). The undersigned understands that the Company and the Underwriter are relying upon this letter agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal Underwriters, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by the Company, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Ordinary Shares to be sold thereunder this agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriter. Very truly yours, (Name): (Address) I, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 , Chief Financial Officer of AGM Group Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFInc., AGREES THAT IT WILL NOT SELLa company incorporated in the British Virgin Islands (the “Company”), TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLpursuant to SECTION 4.3(ii) of the Underwriting Agreement, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: dated ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK , 2017 (the “WarrantUnderwriting Agreement”) certifies that), for value received, _____________ or its assigns (by and between the “Holder”) is entitled, upon the terms and subject to the limitations on exercise Company and the conditions hereinafter set forthUnderwriter, at any time hereby certify, solely in the capacity as an officer of the Company for and on or after behalf of the Company, that I am familiar with the accounting, operations, records systems and internal controls of the Company, I have participated in the preparation of the Registration Statement and the Prospectus, I have reviewed the disclosure in the Registration Statement and the Prospectus, and I have performed the following procedures on the financial and operating information and data identified and circled by you in the preliminary prospectus dated [ ], 2017 attached hereto as Annex A and the Prospectus, dated _____________, 202__ 2017 attached hereto as Annex B: (A) Compared the “Initial Exercise Date”) and, amount or ratio with a corresponding amount or ratio included in accordance with FINRA Rule 5110(f)(2)(G)(ia schedule prepared by Company’s accounting personnel and derived from the Company’s accounting records and found them to be in agreement (giving effect to rounding where applicable), prior to at 5:00 p.m. (New York time) on _____________proved the arithmetic accuracy of such schedule, 2025 (compared the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (amounts appearing in such schedule with the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, accounting records of the Company and found them to be in agreement (giving effect to rounding where applicable); and (B) Compared the “Warrant Shares”)amount or percentage to, or computed the amount or percentage from, the corresponding data and other records maintained by the Company for the periods, or as subject of the dates, indicated and found such information to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal in agreement (giving effect to the Exercise Price, as defined in Section 2(brounding where applicable).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 By: Name: S▇▇▇▇-▇▇▇ ▇▇▇▇▇ INC. By: Name: 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: A Division of Fordham Financial Management, Inc. By: Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: ThinkEquity, a division of Fordham Financial ManagementChief Operating Officer Craft Capital Management LLC [●] [●] R.▇. ▇▇▇▇▇▇▇▇ & Co., Inc. [●] [●] [●] [●] [●] TOTAL [●] [●] Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting NonNone. None. S▇▇▇▇-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇ ▇▇▇▇▇ ▇. L▇▇▇ ▇▇▇ Y▇▇▇ ▇▇ X▇▇ ▇▇▇▇ J▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇S▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC 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 [●], 20[●] (THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED “EFFECTIVE DATE”) TO ANYONE OTHER THAN ANY MEMBER PARTICIPATING IN THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITERS AS CONSIDERATION AND ITS OFFICERS OR PARTNERS (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 ●], 2025 AND IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING●]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)2030.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇CEL-SCI Corporation By: /s/ Geert R. ▇▇▇▇▇▇▇ INC. By: Name: Geert R. ▇▇▇▇▇▇▇ 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: A Division KINGSWOOD CAPITAL MARKETS, division of Fordham Financial ManagementBenchmark Investments, Inc. LLC By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇/s/ S▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Name: S▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Title: Regulatory Principal Kingswood Capital Markets, division of Benchmark Investments, LLC 1,395,000 210,000 Westpark Capital, Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant 5,000 0 TOTAL 1,400,000 210,000 Number of Firm Shares: ________________1 Initial Exercise Date1,400,000 Number of Additional Shares: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 210,000 Public Offering Price per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇SYNALLOY CORPORATION By: /s/ ▇▇▇▇▇ INC▇. By: ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: President and Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial ManagementSTERNE, Inc. AGEE & ▇▇▇▇▇, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: ThinkEquityHead of Investment Banking Division BB&T CAPITAL MARKETS, a division of Fordham Financial ManagementBB&T SECURITIES, LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director Sterne, Agee & ▇▇▇▇▇, Inc. TOTAL 1,000,000 BB&T Capital Markets, a division of BB&T Securities, LLC 1,000,000 Number of Firm Shares: [●] 2,000,000 Number of Option Additional Shares: [●] 300,000 Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 15.75 Proceeds to Company per Share (before expenses): $[●] [None.] [None.] 14.88375 That certain Free Writing Prospectus filed with the Commission on September 13, 2013. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ [—], 2013 Sterne, Agee & ▇▇▇▇▇▇▇ ▇. , Inc. BB&T Capital Markets, a division of BB&T Securities, LLC c/o Sterne, Agee & ▇▇▇▇▇, Inc. As Representatives of the several Underwriters named in the Underwriting Agreement c/o ▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ – ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇, ▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that Sterne, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 Agee & ▇▇▇▇▇▇▇▇ , Inc. and BB&T Capital Markets, Inc., a division of BB&T Securities, LLC (the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Synalloy Corporation, Inc., a Delaware corporation (the “Company”), up to _______________1 providing for the public offering (the “Public Offering”) of shares of common stock (the “Common Stock”), par value $0.0001 1.00 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yoursBIOVENTRIX, 1847 INC. By: Name: D▇▇▇▇ ▇▇▇▇▇▇▇▇ INC. By: Name: Title: Co-Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: J▇▇▇ ▇. ▇▇▇▇▇ III Title: ThinkEquitySenior Managing Director The Benchmark Company, a division of Fordham Financial Management, Inc. LLC [—] [—] TOTAL [—] [—] Number of Firm Shares: [●] Number of Option Shares: [●—] Public Offering Price per Share: $[●—] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 7% Proceeds to Company per Share (before expenses): $[●—] [None. None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director, Head of Equity Syndicate ThinkEquity, a division of Fordham Financial Management, Inc. 91,111,111 91,111,111 2,000,000 2,000,000 TOTAL 91,111,111 91,111,111 2,000,000 2,000,000 Number of Firm Shares: [●] 91,111,111 Number of Firm Warrants 91,111,111 Number of Option Shares: [●] 2,000,000 Number of Option Warrants: 2,000,000 Purchase Price per Option Share: $2.0832 Purchase Price per Option Warrant: $0.0093 Public Offering Price per ShareFirm Security: $[●] 2.25 Underwriting Discount per ShareFirm Security: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.1575 Proceeds to Company per Share Firm Security (before expenses): $[●] [2.0925 None.] [None.] . ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ The 2020 ▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Trust The 2020 ▇▇▇▇ ▇▇▇▇▇▇▇ Trust ThinkEquity A Division of Fordham Financial Management, Inc. 1847 Holdings LLC 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▇▇ ▇▇▇▇▇ As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that ThinkEquity, TRANSFERa Division of Fordham Financial Management, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK Inc. (the “WarrantRepresentative”) certifies that), for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 providing for a public offering (the “Public Offering”) of shares of Common Stockcommon stock, par value $0.0001 per share, share (the “Common Stock”) and warrant to purchase shares of Common Stock of the Company (the “Warrant SharesSecurities”). To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending 90 days after the date of the Underwriting Agreement relating to the Public Offering (the “Lock-Up Period”), as (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to adjustment hereunder. The purchase price the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of one share the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the undersigned or a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c), (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of Common Stock Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under this Warrant an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Common Shares or any securities convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be equal required or shall be voluntarily made within [90] days after the date of the Underwriting Agreement, and after such [90]th day, if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the Exercise Priceeffect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (j) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 2(b13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date hereof to and including the 34th day following the expiration of the Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period has expired. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by June 30, 2021, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name - Please Print) (Signature) (Name of Signatory, in the case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: 1847 ▇▇▇▇▇▇▇▇ Inc. (the “Company”) announced today that ThinkEquity, a division of Fordham Financial Management, Inc., acting as representative for the underwriters in the Company’s recent public offering of shares of the Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date. (1) The Company is validly existing as a corporation and is in good standing under the laws of the State of Delaware with the requisite corporate power and authority to own or lease, as the case may be, and operate its respective properties, and to conduct its business, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and to enter into and perform its obligations under the Underwriting Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of Missouri (2) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Charter, the Bylaws or, to such counsel’s knowledge, the Material Contracts (as defined below). The offers and sales of the outstanding securities were at all relevant times either registered under the Securities Act or exempt from such registration requirements. To our knowledge, the authorized and outstanding shares of capital stock of the Company is as set forth in the Prospectus. (3) The Public Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Underwriting Agreement and, when issued and paid for pursuant to the terms of the Underwriting Agreement, will be validly issued and fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The issuance of the Public Securities is not and will not be subject to the preemptive or similar rights of any holder of any security of the Company arising by operation of law or under the Charter, the Bylaws or the Material Contra

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate sign in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 By: Name: J▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INC. By: Name: 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: A Division of Fordham Financial Management, Inc. By: Name: S▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: ThinkEquitySupervisory Principal E▇ ▇▇▇▇▇▇, a division of Fordham Financial ManagementBenchmark Investments, LLC 2,533,071 380,710 Westpark Capital, Inc. TOTAL 5,000 - Number of Firm Shares: [●] 2,538,071 Number of Option Shares: [●] 380,710 Public Offering Price per Firm Share: $[●] 1.97 Public Offering Price per Option Share: $1.97 Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] 0.1379 Proceeds to Company per Share (before expenses): $[●] [None.] [None.] $1.8321 Proceeds to Company per Option Share (before expenses): $$1.8321 ● J▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ● D▇▇▇▇ ▇. ▇▇▇▇▇ ● D▇▇ ▇. ▇▇▇▇▇▇ ● B▇. ▇▇▇ ▇▇▇▇▇▇▇▇ ● E▇▇▇▇ ▇▇▇▇▇▇ ● S▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: ________________1 Initial Exercise Date: [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”), up to _______________1 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).