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. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, By: Name: Y▇▇▇▇▇L▇ ▇▇▇ L▇▇▇ ▇▇▇▇▇ 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: By: Name: S▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head Supervisory Principal E▇ ▇▇▇▇▇▇, division of Corporate Investment Banking Loop Capital Markets Benchmark Investments, 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 Discount per Option Share: $[*●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] [*__] [*] [*], 2024 Loop Capital Markets LLC 4▇E▇ ▇▇▇▇▇ ▇▇, division of Benchmark Investments, LLC as Representative of the Underwriters 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ChicagoNew York, Illinois 60605 New York 10022 Ladies and Gentlemen: The undersignedundersigned understands that E▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Fenbo Holdings Limited., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Cayman Islands corporation (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s common ordinary shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.0001 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇ 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: By: Name: S▇▇▇Title: ▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head , division of Corporate Investment Banking Loop Capital Markets Benchmark Investments, LLC [*●] [*●] TOTAL [*●] [*●] Number of Firm SharesUnits: [*__] Number of Option SharesUnits: [*__] Public Offering Price per Firm ShareUnit: $[*__] Public Offering Price per Option ShareUnit: $[*__] Underwriting Discount per Firm ShareUnit: $[*__] Underwriting Discount per Option ShareUnit: $[*__] Proceeds to Company per Firm Unit (before expenses): $[__] Proceeds to Company per Option Unit (before expenses): $[__] [*____________] [*] [*]THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) ▇▇ ▇▇▇▇▇▇▇, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ChicagoDIVISION OF BENCHMARK INVESTMENTS, Illinois 60605 Ladies and Gentlemen: The undersignedLLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., a holder of securities of Metros Development Co.EASTERN TIME, Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or[●] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE 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 the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, By: Name: YTitle: Confirmed as of the date first written above mentioned: By: Name: Title: Number of Firm Shares: [●] Number of Firm Warrants: [●] Warrants Number of Option Shares: [●] Number of Option Warrants: [●] Warrants Public Offering Price per one Firm Share (with two Warrants included for no additional consideration): $[●] Underwriting Discount per one Firm Share (with two Warrants included for no additional consideration): $[●] (8.0%) Price per Option Share: $[●] Underwriting Discount per Option Share: $[●] Non-Accountable Expense Allowance per one Firm Share or Option Share (with two Warrants included for no additional consideration): $[●] (1.0%) None E▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title, 39th Floor New York, NY 10022 As Underwriter Ladies and Gentlemen: 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: By: Name: S▇▇▇▇The undersigned understands that E▇ ▇▇▇▇▇▇▇ Title: Partner – Head , division of Corporate Investment Banking Loop Capital Markets Benchmark Investments, LLC [*] [*] TOTAL [*] [*] Number of Firm Shares: [*] Number of Option Shares: [*] (the “Underwriter”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with SMX (Security Matters) Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: $[*] Underwriting Discount per Firm Share: $[*] Underwriting Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., Ltd., a company organized in Japan Limited Company (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of, among other securities of the Company, Ordinary Shares, par value $0.0001 per share, of the Company (the “Ordinary Shares”). To induce the Underwriter to continue its efforts in connection with the Public Offering, each of the Company’s common sharesexecutive officers, no par value (the “Securities”). In recognition directors and owners of the benefit that Company’s outstanding Ordinary Shares (or securities convertible or exercisable into Ordinary Shares) exceeding ten percent (10%), except those listed on Schedule 3 of the Offering will confer upon Underwriting Agreement, agrees to deliver to the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are Underwriter an executed Lock-Up Agreement. The undersigned hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the RepresentativeUnderwriter, the undersigned will not, during a the period of twelve (12) months from commencing on the date on which hereof and ending six months after the trading date of the Securities commences on Underwriting Agreement relating to the NYSE American or on The Nasdaq Capital Market Public Offering (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i1) offer, pledge, sell, contract to sell, grant, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of of, directly or indirectly, any Ordinary Shares or any securities of the Company (collectively, the “Lock-Up 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 dispositiondisposition (collectively, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or “Lock-Up Securities”); (ii2) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i1) or (ii2) above is to be settled by delivery of the Lock-Up Securities or such other securitiesSecurities, in cash or otherwise. The Representative may in its sole discretion and at ; (3) make any time without notice release some demand for or all of the shares subject to lock-up agreements prior exercise any right with respect to the expiration registration of the any Lock-Up Period. When determining whether Securities (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or not (4) publicly disclose the intention to release shares from the lockmake any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the timeUp Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that Underwriter in connection with (1a) the Representative receives a signed lock-up agreement for the balance of the transactions relating to Lock-Up Period from each donee, trustee Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or transfereeSection 16(a) of the Securities Exchange Act of 1934, as amended (the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and “Exchange CommissionAct”), or otherwise and 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; (4b) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) transfers of Lock-Up Securities as a bona fide gift gift, by will or gifts (including but not limited intestacy or to charitable gifts); or (ii) to any a family member of or trust for the immediate family benefit of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned member (for purposes of this lock-up agreement, “immediate familyfamily member” shall mean means any relationship by blood, marriage or adoption, not more remote than first cousin); or(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 Underwriter a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of Ordinary Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Ordinary Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Ordinary Shares or any securities convertible into Ordinary Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within six months after the date of the Underwriting Agreement, and after such six month date, if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Ordinary Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Ordinary Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Ordinary Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (j) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. If the undersigned is an executive officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Securities that the undersigned may purchase in the Public Offering; (ii) the Underwriter agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Underwriter will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Underwriter hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The undersigned understands that the Company and the Underwriter are relying upon this lock- up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by June 20, 2023, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Ordinary Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Signature Printed Name of Person Signing (and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity) THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [__], 2023 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) E▇ ▇▇▇▇▇▇, DIVISION OF BENCHMARK INVESTMENTS, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE E▇ ▇▇▇▇▇▇, DIVISION OF BENCHMARK INVESTMENTS, LLC.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SUPERCOM LTD. By: ____________________ Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: AEGIS CAPITAL CORP. Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Aegis Capital Markets LLC [*] [*] Corp. TOTAL [*] [*] Number of Firm Shares: [*•] Number of Option Shares: [*•] Public Offering Price per Firm Share: $[*•] Public Offering Price Underwriting Discount per Option Share: $[*•] Underwriting Discount Non-accountable expense allowance per Firm Share: $[*•] Underwriting Discount Proceeds to Company per Option Share: Share (before expenses): $[*•] SCHEDULE 2-B [*None.] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ Ordinary Shares ▇▇▇▇▇ Capital Corp. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ Chicago, Illinois 60605 ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with SuperCom Ltd., a company organized in Japan formed under the laws of Israel (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s common ordinary shares, no NIS 0.25 par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersignedper share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, ATHERONOVA INC. By: /s/ Name: Y▇▇▇T▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: AEGIS CAPITAL CORP. By: Name: STitle: Aegis Capital Corp M▇▇▇▇▇▇▇ Capital , Inc. Number of Firm Shares: Number of Firm Warrants: Number of Additional Shares: Number of Additional Warrants: Public Offering Price per Share: Public Offering Price per Warrant: [None.] T▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4M▇▇▇ ▇▇▇▇▇▇▇▇ B▇▇▇▇ ▇▇▇▇▇▇ C▇▇▇▇ ▇▇▇▇▇ G▇▇▇ ▇▇▇▇▇▇▇ A▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ P▇▇▇ ▇▇▇▇▇▇▇ J▇▇▇▇ ▇▇▇▇▇ ChicagoF▇▇▇ ▇▇▇▇▇ Europa International, Illinois 60605 Ladies and Gentlemen: The undersignedInc. ACT Capital Management LLLP A▇▇▇ ▇▇▇▇▇ C▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ OOO CardioNova THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, a holder of securities of Metros Development Co.AGREES THAT IT WILL NOT SELL, Ltd.TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, a company organized in Japan TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (the “Company”)DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, understands that Loop Capital Markets LLC OR (the “Representative”II) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common sharesA BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersignedEASTERN TIME, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or[___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE 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 the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, HONGLI GROUP INC. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ , division of Benchmark Investments, LLC By: Name: Title: Partner – Head ▇▇ ▇▇▇▇▇▇, division of Corporate Investment Banking Loop Capital Markets Benchmark Investments, LLC [*___] [*___] TOTAL [*] [*] 5,500,000 825,000 Number of Firm Shares: [*] 5,500,000 Number of Option Shares: [*] 825,000 Public Offering Price per Firm Share: $[*●] Public Offering Price per Option Share: $[*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option Share: $[*●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] [*] [*] [*__], 2024 Loop Capital Markets LLC 1. ▇▇▇ ▇▇▇ 2. ▇▇▇▇▇▇▇▇ ▇▇▇ 3. Ronglan Sun 4. ▇▇▇▇▇▇ (▇▇▇▇▇) ▇▇▇▇ 5. ▇▇▇▇▇▇▇▇ ▇▇▇▇ 6. Qian (Hebe) ▇▇ 7. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC as Representative of the Underwriters ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ Chicago, Illinois 60605 ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersignedundersigned understands that ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Hongli Group Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Cayman Islands corporation (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s common ordinary shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.0001 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance compliance, or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance compliance, or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance compliance, or non-fulfillment. 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, By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: above. By: Name: S▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Executive Officer Underwriters Aegis Capital Corp. Total Number of Units: [●] ● Number of Units containing Firm Shares (“Common Units”) [●] ● Number of Units containing Pre-funded Warrants (“Pre-funded Units”) [●] Number of Option Shares: [●] Number of Option Pre-funded Warrants: [●] Number of Option Warrants: [●] Public Offering Price per Common Unit: $ [●] Public Offering Price per Pre-funded Unit: $ [●] Exercise Price per Pre-Funded Warrant: $ 0.001 Exercise Price per Series A Warrant per whole share: $ [●] Exercise Price per Series B Warrant per whole share: $ [●] Underwriting Discount per Common Unit: $ [●] Underwriting Discount per Pre-funded Unit: $ [●] Non-accountable expense allowance per Common Unit and per Pre-funded Unit: $ [●] Purchase Price per Option Share: $ [●] Purchase Price per Option Pre-Funded Warrant: $ [●] Purchase Price per Option Warrant: $ [●] ▇▇▇ ▇▇▇▇ The ▇▇▇▇ Family 2020 Irrevocable Trust ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇. Hack ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Chicago▇▇▇▇▇ ▇▇▇▇▇ November [●], Illinois 60605 Ladies and Gentlemen: 2023 Aegis Capital Corp. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ The undersignedundersigned understands that Aegis Capital Corp., a holder of securities of Metros Development Co.the underwriter, Ltd.(the “Underwriter”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Applied UV, Inc., a company organized in Japan formed under the laws of Nevada (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) by the Company of an aggregate of [●] units (the “Units”), each consisting of (i) one share of the Company’s common sharesstock, no par value $0.0001 per share (the “SecuritiesCommon Stock”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during ) or a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lockpre-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or funded warrant to purchase or otherwise transfer or dispose one share of any securities of the Company (collectivelycommon stock, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence one-tenth of ownership a Series A warrant to purchase one share of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoingCommon Stock, and subject (iii) one-tenth of a Series B warrant to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent purchase one share of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orCommon Stock.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SHINE MEDIA ACQUISITION CORP. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇ Title: Chief Executive Officer Confirmed as of and President Accepted on the date first above written above mentioned, ▇▇▇▇▇▇▇▇ CURHAN FORD & CO. Acting severally on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: I hereto By: Name: S▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets ▇▇▇▇▇▇▇▇ Curhan Ford & Co. [__________] Canaccord ▇▇▇▇▇ Inc. [__________] ▇▇▇▇▇▇▇▇▇▇ & Co., LLC [*__________] [*Letterhead of prospective vendor or target business.] TOTAL [*] [*] Number Shine Media Acquisition Corp. Rockefeller Center 1230 Avenue 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4the Americas ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder Reference is made to the Prospectus of securities of Metros Development Co., Ltd., a company organized in Japan Shine Media Acquisition Corp. (the “Company”), understands that Loop Capital Markets LLC dated , 2006 (the “RepresentativeProspectus”) will act as ). We acknowledge that we have read the representative of Prospectus and understand that the underwriters in carrying out an offering (Company has established a trust account for the “Offering”) benefit of the Company’s common sharespublic stockholders at JPMorgan Chase Bank, no par value NA, maintained by Continental Stock Transfer & Trust Company acting as trustee (the “SecuritiesTrust Account”). In recognition of the benefit ) and that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months Company may disburse monies from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersTrust Account only: (ia) in the event the Company consummates a “business combination” (as a bona fide gift or gifts (including but not limited such term is used in the Prospectus), to charitable gifts)any public stockholders who exercise their conversion rights, to the Underwriters in respect of their deferred underwriting discount and to the Company in the amount remaining in the Trust Account following such payments to the public stockholders and the Underwriters; or (iib) to any member in the event of the immediate family of Company’s dissolution and liquidation, to the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orpublic stockholders.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, CHI KO HOLDINGS LIMITED By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Title: Chief Executive Officer Chairman and Director Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: division of Benchmark Investments, LLC By: Name: S▇▇▇Title: ▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head , division of Corporate Investment Banking Loop Capital Markets Benchmark Investments, 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 Discount per Option Share: $[*__] Proceeds to Company per Firm Share (before expenses): $[__] Proceeds to Company per Option Share (before expenses): $[__] [*__] [*] [*], 2024 Loop Capital Markets LLC 4▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Fly Cloud Limited ▇▇. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Chicago▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, Illinois 60605 division of Benchmark Investments, LLC as Representative of the Underwriters ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ New York, New York 10022 Ladies and Gentlemen: The undersignedundersigned understands that ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Chi Ko Holdings Limited, a holder of securities of Metros Development Co., Ltd., a company organized in Japan Cayman Islands corporation (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s common ordinary shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$[ ] per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, HEALTHCARE TRIANGLE, INC. By: Name: YS▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: S▇▇▇▇E▇ ▇▇▇▇▇▇▇ , division of Benchmark Investments, LLC By: Name: Title: Partner – Head E▇ ▇▇▇▇▇▇, division of Corporate Investment Banking Loop Capital Markets Benchmark Investments, 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 Discount per Option Share: $[*●] Proceeds to Company per Firm Share (before expenses): $[*●] Proceeds to Company per Option Share (before expenses): $[*●] SCHEDULE 4 1. [*●] 2. [●] 3. [●] 4. [●] 5. [●] THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) E▇ ▇▇▇▇▇▇▇▇, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF E▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ChicagoDIVISION OF BENCHMARK INVESTMENTS, Illinois 60605 Ladies and Gentlemen: The undersignedLLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., a holder of securities of Metros Development Co.EASTERN TIME, Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or[___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE 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 the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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. By: Name: Y▇▇▇Very truly yours, ▇▇▇▇▇ ▇▇▇▇▇▇▇ Biosciences, 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: By: Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇ & CO., LLC. Name: ▇▇▇▇ ▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets Banking/Underwritings Underwriter Number of Class A Units Number of Class B Units ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., LLC Number of Overallotment Shares Number of Overallotment Warrants Number of Class A Units: [*] [*] TOTAL [*] [*●] Number of Firm SharesClass B Units: [*●] Number of Option Shares: [*●] Number of Option Warrants: [●] Public Offering Price per Firm ShareClass A Unit: $[*●] Underwriting Discount per Class A Unit: $[●] Public Offering Price per Option ShareClass B Unit: $[*●] Underwriting Discount per Firm ShareClass B Unit: $[*●] Underwriting Discount per Option Share: $Issuer Free Writing Prospectus dated December 8, 2017 (Registration No. 333-221746) [*None.] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & Co., LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇ Chicago& Co., Illinois 60605 Ladies and Gentlemen: The undersignedLLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with ▇▇▇▇▇ Biosciences, Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan New Jersey corporation (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s shares of common sharesstock, no par value per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, no par value per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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 Shareholder, and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, By: Name: Y▇▇▇▇▇L▇ ▇▇▇ L▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer and Chairman By: Name: L▇ ▇▇▇ ▇▇▇▇▇ Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: S▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head Supervisory Principal E▇ ▇▇▇▇▇▇, division of Corporate Investment Banking Loop Capital Markets Benchmark Investments, LLC [*] [*] TOTAL [*] [*] L▇ ▇▇▇ ▇▇▇▇▇ 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 Discount per Option Share: $[*●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] [*__] [*] [*], 2024 Loop Capital Markets LLC 4▇E▇ ▇▇▇▇▇ ▇▇, division of Benchmark Investments, LLC as Representative of the Underwriters 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ChicagoNew York, Illinois 60605 New York 10022 Ladies and Gentlemen: The undersignedundersigned understands that E▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Fenbo Holdings Limited., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Cayman Islands corporation (the “Company”), understands that Loop Capital Markets LLC and L▇ ▇▇▇ ▇▇▇▇▇ (the “RepresentativeSelling Shareholder”) will act as providing for the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s common ordinary shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.0001 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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 usus as of the date first above written. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: S▇▇▇▇E▇ ▇▇▇▇▇▇▇ , division of Benchmark Investments, LLC Name: Title: Partner – Head E▇ ▇▇▇▇▇▇, division of Corporate Investment Banking Loop Capital Markets Benchmark Investments, LLC [*●] [*] TOTAL [*] [*●] Number of Firm Shares: [*__] Number of Firm Warrants: [__] Number of Option Shares: [*__] Number of Option Warrants: [__] Public Offering Price per Firm ShareSecurity: $[*__] Public Offering Price per Option ShareSecurity: $[*__] Underwriting Discount per Firm ShareSecurity: $[*__] Underwriting Discount per Option ShareSecurity: $[*__] Proceeds to Company per Firm Security (before expenses): $[*__] Proceeds to Company per Option Security (before expenses): $[*__] None. 1. [*●], 2024 Loop Capital Markets LLC 2. [●] 3. [●] 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or[●]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance compliance, or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance compliance, or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance compliance, or non-fulfillment. 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, By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: above. By: Name: S▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Executive Officer Underwriters Aegis Capital Corp. Total Number of Units: [●] ● Number of Units containing Firm Shares (“Common Units”) [●] ● Number of Units containing Pre-funded Warrants (“Pre-funded Units”) [●] Number of Option Shares: [●] Number of Option Pre-funded Warrants: [●] Number of Option Warrants: [●] Public Offering Price per Common Unit: $ [●] Public Offering Price per Pre-funded Unit: $ [●] Exercise Price per Pre-Funded Warrant: $ 0.001 Exercise Price per Warrant per whole share: $ [●] Underwriting Discount per Common Unit: $ [●] Underwriting Discount per Pre-funded Unit: $ [●] Non-accountable expense allowance per Common Unit and per Pre-funded Unit: $ [●] Purchase Price per Option Share: $ [●] Purchase Price per Option Pre-Funded Warrant: $ [●] Purchase Price per Option Warrant: $ [●] ▇▇▇ ▇▇▇▇ The ▇▇▇▇ Family 2020 Irrevocable Trust ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇. Hack ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Chicago▇▇▇▇▇ ▇▇▇▇▇ October [●], Illinois 60605 Ladies and Gentlemen: 2023 Aegis Capital Corp. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ The undersignedundersigned understands that Aegis Capital Corp., a holder of securities of Metros Development Co.the underwriter, Ltd.(the “Underwriter”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Applied UV, Inc., a company organized in Japan formed under the laws of Nevada (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) by the Company of an aggregate of [●] units (the “Units”), each consisting of (i) one share of the Company’s common sharesstock (each, no par value (the a “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, Firm Share” and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesFirm Shares”), whether now owned par value $0.0001 per share (the “Common Stock”) or hereafter acquired by a pre-funded warrant to purchase one share of common stock (each a “Pre-funded Warrant” and collectively, the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or “Pre-funded Warrants”) and (ii) enter into any swap or any other agreement or any transaction that transfersa common warrant to purchase one share of Common Stock (each, in whole or in parta “Common Warrant”, directly or indirectlyand collectively, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts“Common Warrants”); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: SK▇▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer By: Name: S▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets Supervisory Principal Boustead Securities, LLC [*] [*] E▇ ▇▇▇▇▇▇ 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 Discount per Option Share: $[*] Non-Accountable Expense Allowance per Firm Share: $[*] Non-Accountable Expense Allowance per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets 2023 Boustead Securities, LLC 4▇▇ 6 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ChicagoIrvine, Illinois 60605 CA 92618 Ladies and Gentlemen: The undersigned, a holder of securities stockholder of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets Boustead Securities, LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market Stock Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The undersigned consents to having a physical certificate of his or her or its common shares printed on the date hereof and sent to an escrow agent where such certificate will be held until the Lock-Up Period has expired. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, OMNIQ CORP. By: Name: Y▇▇▇▇▇/s/ S▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer 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 LLC By: /s/ K▇▇▇▇ ▇▇▇▇▇▇ Name: K▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 2,775,000 225,000 450,000 Number of Firm Shares: 2,775,000 Number of Firm Pre-Funded Warrants: 225,000 Number of Option Shares and/or Option Pre-Funded Warrants: 450,000 Public Offering Price per Share: $1.00 Public Offering Price per Pre-Funded Warrant: $0.999 Underwriting Discount per Share: $0.07 Underwriting Discount per Pre-Funded Warrant: $0.07 Underwriting non-accountable expense allowance per Share: $0.01 Underwriting non-accountable expense allowance per Pre-Funded Warrant: $0.01 Proceeds to Company per Share (before expenses): $0.93 Proceeds to Company per Pre-Funded Warrant (before expenses): $0.929 None. S▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Y▇▇▇▇ ▇▇▇▇▇▇ N▇▇▇ ▇▇▇▇▇▇▇▇▇ I▇▇▇▇▇ ▇▇▇▇▇ G▇▇ ▇▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ C▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ChicagoTHIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, Illinois 60605 Ladies for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and Gentlemen: The undersignedsubject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from OMNIQ Corp., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Delaware corporation (the “Company”), understands that Loop Capital Markets LLC up to ______ shares of Common Stock (as subject to adjustment hereunder, the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “SecuritiesWarrant Shares”). In recognition The purchase price of one share of Common Stock under this Warrant shall be equal to the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933Exercise Price, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, defined in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable giftsSection 2(b); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, RUMBLEON, INC. By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chairman and CEO Confirmed as of the date first written above mentioned: NATIONAL SECURITIES CORPORATION By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Executive Vice President Head of Investment Banking Number of Shares: 2,025,000 Public Offering Price per Share: $6.05 Underwriting Discount per Share: $0.42 Proceeds to Company per Share (before expenses): $5.63 None. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: S▇. ▇▇▇▇ Halcyon Consulting, LLC Berrard Holdings Limited Partnership Blue Flame Capital, LLC Lease Agreement between Columbia Texas Lakeshore II Industrial, LLC and Good Smoke, LLC, dated December 10, 2014, and Landlord’s Consent to Sublease Agreement among Columbia Texas Lakeshore II Industrial, LLC, Good Smoke LLC and RumbleOn, Inc. dated April 24, 2018. National Securities Corporation ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Chicago25th Floor New York, Illinois 60605 New York 10281 Ladies and Gentlemen: The undersignedundersigned understands that National Securities Corporation (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with RumbleOn, Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Nevada corporation (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s common sharesshares of Class B Common Stock, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.001 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, WING YIP FOOD HOLDINGS GROUP LIMITED By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇ LLC Name: Title: ▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets ▇▇▇▇▇▇ 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 Discount per Option Share: $[*●] Proceeds to Company per Firm Share (before expenses): $[*●] Proceeds to Company per Option Share (before expenses): $[*] [*●], 2024 Loop Capital Markets LLC 4 1. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ 2. ▇▇▇▇▇▇▇▇ ▇▇▇▇ 3. ▇, ▇▇▇▇ ▇▇ 4. ▇▇▇▇▇ ▇▇▇ 5. ▇▇▇▇ ▇▇▇▇ 6. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇ LLC as Representative of the Underwriters ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Chicago▇▇▇▇▇ New York, Illinois 60605 New York 10022 Ladies and Gentlemen: The undersignedundersigned understands that ▇▇ ▇▇▇▇▇▇ LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Wing Yip Food Holdings Group Limited, a holder of securities of Metros Development Co., Ltd., a Hong Kong company organized in Japan with limited liability (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s common American depositary shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, NANO DIMENSION LTD. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: THINKEQUITY A Division of Fordham Financial Management, Inc. Name: STitle: Total Number of Firm Shares: [____] Number of Firm Warrants: [____] Number of Option Shares: [____] Number of Option Warrants: [____] Public Offering Price per ADS: $[___] Public Offering Price per Warrant: $[___] Warrant Exercise Price: $0.0001 Underwriting Discount per ADS: $[___] Underwriting Discount per Warrant: $[____] Proceeds to Company per ADS (before expenses): $[___]) Proceeds to Company per Warrant (before expenses): $[___] None. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇-Fried ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Chicago▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ Warrant No.: __________ Issue Date: __________, Illinois 60605 Ladies 2020 Number of American Depositary Shares: ________________ THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and Gentlemen: The undersignedsubject to the limitations on exercise and the conditions hereinafter set forth, a holder of securities of Metros Development Co.at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Nano Dimension Ltd., a an Israeli limited company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common sharesup to ______ Ordinary Shares, no par value (the “SecuritiesOrdinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”)), represented by _____________ American Depositary Share (“ADSs”), each 50 Ordinary Shares representing one ADS, as subject to adjustment hereunder (the “Warrant ADSs”). In recognition The purchase price of one Warrant ADS shall be equal to the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933Exercise Price, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, defined in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable giftsSection 2(b); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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. PHETON HOLDINGS LTD. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer CEO/Chairman of the Board of 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: By: Name: STitle: Chief Executive Officer Cathay Securities Inc. Number of Firm Shares: [ ] Public Offering Price per Firm Share: $ Underwriting Discount per Firm Share: $ Proceeds to Company per Firm Share (before expenses): $ None. ▇▇. ▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇. ▇▇▇▇▇▇ ▇ Ye ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Mr. ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ZJW (BVI) Ltd Theia Investment Holding (BVI) LTD Banyan (BVI) LTD ▇▇▇▇▇ ▇▇▇ ▇▇▇ Mighty (BVI) LTD Cathay Securities Inc. Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., undersigned understands that Cathay Securities Inc. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Pheton Holdings Ltd., a Cayman Islands company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s common ordinary shares, no par value $0.0001 per share, of the Company (the “SecuritiesShares”). In recognition of To induce the benefit that Representative to continue its efforts in connection with the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedPublic Offering, the undersigned hereby agrees with the Representative that, without the prior written consent of the Representative, the undersigned will not, during a the period of twelve commencing on the date hereof and ending one hundred and eighty (12180) months days from the date on which of this Offering (the trading of “Prospectus”) relating to the Securities commences on the NYSE American or on The Nasdaq Capital Market Public Offering (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i1) offer, pledge, sell, contract to sell, sell any option or contract to purchasegrant, purchase any option or contract to selllend, grant any option, right or warrant to purchase or otherwise transfer or dispose of of, directly or indirectly, any Shares or any securities of the Company (collectively, the “Lock-Up 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 dispositiondisposition (collectively, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or “Lock-Up Securities”); (ii2) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i1) or (ii2) above is to be settled by delivery of the Lock-Up Securities or such other securitiesSecurities, in cash or otherwise. The Representative may in its sole discretion and at ; (3) make any time without notice release some demand for or all of the shares subject to lock-up agreements prior exercise any right with respect to the expiration registration of the any Lock-Up Period. When determining whether Securities; or not (4) publicly disclose the intention to release shares from the lock-up agreementsmake any offer, the Representative will considersale, among pledge or disposition, or to enter into any transaction, swap, hedge or other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject arrangement relating to the conditions below, the undersigned may transfer the any Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orSecurities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: CEO By: Name: Title: Boustead Securities, ▇▇▇▇▇ ▇▇▇▇ ChicagoLLC The Benchmark Company LLC Number of Firm Shares: Number of Firm Warrants: Number of Option Shares: Number of Option Warrants: Public Offering Price per Unit: $______ Public Offering Price per Option Share: $_____ Public Offering Price per Option Warrants: $_____ Underwriting Discount per Unit: $_____ Underwriting Discount per Option Share: $_____ Underwriting Discount per Option Warrant: $_____ Non-accountable Expense Allowance per Unit: $______ Non-accountable Expense Allowance per Option Share/Option Warrant: $_____ None None [INSERT] THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, Illinois 60605 Ladies and GentlemenAGREES THAT THE SECURITIES EVIDENCED BY THIS UNIT PURCHASE OPTION MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION AGREES THAT THE SECURITIES EVIDENCED BY THIS UNIT PURCHASE OPTION WILL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS UNIT PURCHASE OPTION OR THE SECURITIES EVIDENCED BY THIS UNIT PURCHASE OPTION, FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN TO ANY MEMBER PARTICIPATING IN THE OFFERING AND THE OFFICERS OR PARTNERS THEREOF, IF ALL SECURITIES SO TRANSFERRED REMAIN SUBJECT TO THE LOCK-UP RESTRICTION SET FORTH ABOVE FOR THE REMAINDER OF THE TIME PERIOD. Unit Purchase Option No.: The undersignedNumber of Units: [●] Date of Issuance: [●], a holder 2024 (“Issuance Date”) Date of securities Commencement of Metros Development Co.Sales Pursuant to the Underwriting Agreement: [________], Ltd., a company organized in Japan 2024 (the “CompanySales Commencement Date”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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, SIDUS SPACE, INC. By: /s/ C▇▇▇▇ ▇▇▇▇▇ Name: YC▇▇▇▇ ▇▇▇▇▇ Title: CEO THINKEQUITY LLC By: /s/ E▇▇▇ ▇▇▇▇ Name: E▇▇▇ ▇▇▇▇ Title: Head of Investment Banking Number of Shares: 19,230,800 Share Offering Price: $1.30 Aggregate Proceeds to Company (before expenses): $23,250,037.20 None. C▇▇▇▇ ▇▇▇▇▇ L▇▇▇▇▇▇▇ ▇▇▇▇▇ D▇▇▇ ▇▇▇▇▇▇▇▇ C▇▇▇ ▇▇▇▇▇▇ J▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: SL▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4N▇▇▇▇▇▇ A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇1 There is no 5% stockholder who is not a director or officer. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, ▇▇▇▇▇ ▇▇▇▇ ChicagoAGREES THAT IT WILL NOT SELL, Illinois 60605 Ladies TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE COMMENCEMENT DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC OR A PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2025. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 2030. Warrant Shares: [____] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [____] or its assigns (the “Holder”) is entitled, upon the terms and Gentlemen: The undersignedsubject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [●], 2025 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Commencement Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SIDUS SPACE, INC. a holder of securities of Metros Development Co., Ltd., a company organized in Japan Delaware corporation (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative up to [____]shares of the underwriters in carrying out an offering (the “Offering”) of the Company’s common sharesClass A Common Stock, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.001 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesWarrant Shares”), whether now owned or hereafter acquired by as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933Exercise Price, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, defined in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable giftsSection 2(b); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, 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: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: AEGIS CAPITAL CORP. Name: STitle: Aegis Capital Corp. [•] [•] [•] [•] TOTAL [•] [•] [•] [•] Number of Firm Series A Units: [•] Number of Firm Series B Units: [•] Number of Option Shares: [•] Number of Option Preferred Shares: [•] Number of Option Warrants: [•] Offering Price per Firm Series A Unit: $[•] Offering Price per Firm Series B Unit: $[•] Underwriting Discount per Firm Series A Unit: $[•] Underwriting Discount per Firm Series B Unit: [•] Proceeds to Company per Firm Series A Unit (before expenses): $[•] Proceeds to Company per Firm Series B Unit (before expenses): $[•] [_] ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Dr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Aella Ltd. Epizon Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, HONGLI GROUP INC. By: Name: Y▇▇▇▇▇/s/ ▇▇▇ ▇▇▇ 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: ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC By: Name: S▇▇/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ TitleName: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Supervisory Principal ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC as Representative of the Underwriters ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ChicagoNew York, Illinois 60605 New York 10022 Ladies and Gentlemen: The undersignedundersigned understands that ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Hongli Group Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Cayman Islands corporation (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s common ordinary shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.0001 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SUPER LEAGUE GAMING, INC. By: Name: YA▇▇ ▇▇▇▇ Title: CEO and President Confirmed as of the date first written above mentioned: NATIONAL SECURITIES CORPORATION as Representative of the several Underwriters By: Name: J▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Executive Vice President Head of Investment Banking National Securities Corporation [●] Number of Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] 1. A▇▇ ▇▇▇▇ 2. D▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 3. J▇▇▇ ▇▇▇▇ 4. K▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: S▇ 5. M▇▇▇▇▇▇ ▇▇▇▇▇▇ 6. M▇▇▇ Title: Partner – Head ▇▇▇▇ 7. C▇▇▇▇▇▇ ▇▇▇▇▇▇ 8. M▇▇▇ ▇▇▇▇▇▇▇ National Securities Corporation As Representative of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4the Several Underwriters 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Chicago25th Floor New York, Illinois 60605 New York 10281 Ladies and Gentlemen: The undersignedundersigned understands that National Securities Corporation (hereinafter referred to as the “Representative”) and with the other underwriters named on Schedule 1-A to the Underwriting Agreement (as defined below) for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Super League Gaming, Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Delaware corporation (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s common sharesshares of Common Stock, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.001 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, EYEGATE PHARMACEUTICALS, INC. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: STitle: Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. Chardan Capital Markets, 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, excluding Company’s Insiders’ participation): $[•] Free Writing Prospectus dated September 12, 2014 (Corporate Presentation); Free Writing Prospectus dated September 29, 2014 (Corporate Presentation); Free Writing Prospectus dated October 24, 2014 (Corporate Presentation); and Free Writing Prospectus dated January 1, 2015 (Corporate Presentation). [None.] St▇▇▇▇▇ ▇rom Mi▇▇▇▇▇ ▇▇▇▇▇ Pa▇▇ ▇▇▇▇▇▇ Mo▇▇▇▇ ▇▇▇▇▇▇▇▇ Pr▇▇▇▇▇ ▇▇▇▇ Th▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4Th▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Be▇▇▇▇▇ ▇▇▇▇▇▇▇-▇amine Mo▇▇▇▇ ▇▇▇▇▇▇ Ventech SA Innoven Partenaires S.A. Natixis Private Equity THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, ▇▇▇▇▇ ▇▇▇▇ ChicagoAGREES THAT IT WILL NOT SELL, Illinois 60605 Ladies and Gentlemen: The undersignedTRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, a holder of securities of Metros Development Co.TRANSFER, Ltd.ASSIGN, a company organized in Japan PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (the “Company”)DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP., understands that Loop Capital Markets CHARDAN CAPITAL MARKETS, LLC OR AN UNDERWRITER OR A SELECTED DEALER PARTICIPATING IN THE OFFERING, OR (the “Representative”II) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common sharesA BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP., no par value (the “Securities”)CHARDAN CAPITAL MARKETS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. In recognition of the benefit that the Offering will confer upon the undersignedTHIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., and for other good and valuable considerationEASTERN TIME, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or[___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE 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 the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance compliance, or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance compliance, or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance compliance, or non-fulfillment. 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, By: Name: Y▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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: above. By: Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Chief Executive Officer Underwriters Aegis Capital Markets LLC [*] [*] TOTAL [*] [*] Corp. Total Number of Firm SharesUnits: [*•] • Number of Units containing Firm Shares (“Common Units”) [•] • Number of Units containing Pre-funded Warrants (“Pre-funded Units”) [•] Number of Option Shares: [*•] Number of Option Pre-funded Warrants: [•] Number of Option Warrants: [•] Public Offering Price per Firm ShareCommon Unit: $$ [*•] Public Offering Price per Option SharePre-funded Unit: $$ [*•] Exercise Price per Pre-Funded Warrant: $ 0.01 Exercise Price per Class B-1 Warrant per whole share: $ [•] Exercise Price per Class B-2 Warrant per whole share: $ [•] Underwriting Discount per Firm ShareCommon Unit: $$ [*•] Underwriting Discount per Pre-funded Unit: $ [•] Purchase Price per Option Share: $$ [*•] Purchase Price per Option Pre-Funded Warrant: $ [*•] Purchase Price per Option Warrant: $ [*•] [*], 2024 Loop Capital Markets LLC 4▇▇ Written Testing-the-Waters Communications List of Lock-Up Parties 1. ▇▇▇▇▇ . ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ 2. ▇▇▇▇ ▇▇▇▇▇▇▇ 3. ▇▇▇▇▇ ▇▇▇▇▇▇ 4. ▇▇▇▇ Chicago▇▇▇▇▇▇▇▇▇▇▇ 5. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 6. Imperial Petroleum Inc. Form of Lock-Up Agreement [●], Illinois 60605 Ladies and Gentlemen: 2024 Aegis Capital Corp. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ New York, NY 10105 The undersignedundersigned understands that Aegis Capital Corp., a holder of securities of Metros Development Co.the underwriter, Ltd.(the “Underwriter”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with C3is Inc., a company organized in Japan incorporated under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) by the Company of an aggregate of [•] units (the “Units”), each consisting of (i) one share of the Company’s common sharesstock, no par value $0.01 per share (the “SecuritiesCommon Stock”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during ) or a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lockpre-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or funded warrant to purchase or otherwise transfer or dispose one share of any securities of the Company (collectivelycommon stock, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence 0.5 of ownership a Class B-1 warrant to purchase one share of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoingCommon Stock, and subject (iii) one Class B-2 warrant to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent purchase one share of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orCommon Stock.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance compliance, or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance compliance, or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance compliance, or non-fulfillment. 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, NATURE’S MIRACLE HOLDING INC. By: Name: Y/s/ Tie (▇▇▇▇▇▇) ▇▇ Name: Tie (▇▇▇▇▇) ▇▇ 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,: ▇▇ ▇▇▇▇▇▇ LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director Number of Firm Shares: 5,000,000 Number of Firm Warrants underlying the Units: 5,000,000 Number of Pre-Funded Units: 0 Number of Firm Pre-Funded Warrants: 0 Number of Firm Warrants underlying the Pre-Fund Units 0 Number of Option Shares: 750,000 Number of Option Warrants: 750,000 Number of Option Pre-Funded Warrants: 0 Public Offering Price per Unit with Firm Shares: $ 0.24 Public Offering Price per Firm Share: $ 0.23 Public Offering Price per Firm Warrant (underlying Firm Units or Firm Pre-Funded Units): $ 0.01 Public Offering Price per Pre-Funded Unit: $ N/A Public Offering Price per Firm Pre-Funded Warrant: $ N/A Public Offering Price per Option Share: $ N/A Public Offering Price per Option Warrant: $ 0.01 Underwriting Discount per Unit with Firm Shares: $ 0.0168 Underwriting Discount per Pre-Funded Unit: $ N/A Underwriting Discount per Option Share: $ 0.0168 Underwriting Discount per Option Warrant: $ 0.0007 Proceeds to Company per Unit with Firm Shares (before expenses): $ 0.2232 Proceeds to Company per Pre-Funded Unit (before expenses): $ N/A Proceeds to Company per Option Share (before expenses): $ N/A Proceeds to Company per Option Warrant (before expenses): $ 0.0093 None. 1. Tie (▇▇▇▇▇) ▇▇ 2. ▇▇▇▇▇▇ ▇▇▇▇▇ 3. ▇▇▇▇▇ (▇▇▇▇▇▇▇▇) ▇▇▇▇▇ 4. Varto Doudakian 5. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇▇▇▇▇▇ 6. H. ▇▇▇▇▇ ▇▇▇▇▇▇▇ 7. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 8. ▇▇▇ ▇▇▇▇ July 25, 2024 ▇▇ ▇▇▇▇▇▇ LLC, as Underwriter ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 39th Floor New York, New York 10022 Ladies and Gentlemen: The undersigned understands that ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersignedLLC (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Nature’s Miracle Holding Inc, a holder of securities of Metros Development Co., Ltd., a company organized in Japan Delaware corporation (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of shares of common stock of the Company’s common shares, no par value $0.0001 per share (the “Common Stock”) or pre-funded warrants to purchase shares of Common Stock in lieu thereof (the “Pre-Funded Warrants,” and collectively with the shares of Common Stock, the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, COMSOVEREIGN HOLDING CORP. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head Kingswood Capital Markets, division of Corporate Investment Banking Loop Capital Markets LLC Benchmark Investments, Inc. [*●] [*●] 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 Discount per Option Share: $[*●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] Underwriting Non-accountable expense allowance per Firm Share: $[●] None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) KINGSWOOD CAPITAL MARKETS, DIVISION OF BENCHMARK INVESTMENTS, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF KINGSWOOD CAPITAL MARKETS, DIVISION OF BENCHMARK INVESTMENTS, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [*DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [*] [*DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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, SIDUS SPACE, INC. By: /s/ C▇▇▇▇ ▇▇▇▇▇ Name: YC▇▇▇▇ ▇▇▇▇▇ Title: CEO THINKEQUITY LLC By: /s/ E▇▇▇ ▇▇▇▇ Name: E▇▇▇ ▇▇▇▇ Title: Head of Investment Banking Number of Shares: 9,800,000 Share Offering Price: $1.000.000 Aggregate Proceeds to Company (before expenses): $9,114,000 None. C▇▇▇▇ ▇▇▇▇▇ L▇▇▇▇▇▇▇ ▇▇▇▇▇ D▇▇▇ ▇▇▇▇▇▇▇▇ C▇▇▇ ▇▇▇▇▇▇ J▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: SL▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4N▇▇▇▇▇▇ A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇1 There is no 5% stockholder who is not a director or officer. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, ▇▇▇▇▇ ▇▇▇▇ ChicagoAGREES THAT IT WILL NOT SELL, Illinois 60605 Ladies TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE COMMENCEMENT DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC OR A PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2025. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 2030. Warrant Shares: [____] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [____] or its assigns (the “Holder”) is entitled, upon the terms and Gentlemen: The undersignedsubject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [●], 2025 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Commencement Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SIDUS SPACE, INC. a holder of securities of Metros Development Co., Ltd., a company organized in Japan Delaware corporation (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative up to [____]shares of the underwriters in carrying out an offering (the “Offering”) of the Company’s common sharesClass A Common Stock, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.001 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesWarrant Shares”), whether now owned or hereafter acquired by as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933Exercise Price, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, defined in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable giftsSection 2(b); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. ONE HORIZON GROUP, INC. By: Name: Y▇▇▇/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer ▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: Date By: Name: S/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director of Investment Banking Number of Firm Shares: 1,714,286 Number of Firm Warrants: 857,143 Number of Option Shares: 257,142 Number of Option Warrants: 128,571 Public Offering Price per Firm Security: $1.75 Underwriting Discount per Firm Security: $0.1225 Underwriting Non-accountable expense allowance per Share: $0.0175 Proceeds to Company per Share (before expenses): $1.61 [None.] ▇▇▇▇▇ Capital Corp. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ Chicago, Illinois 60605 ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersignedundersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with One Horizon Group, Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Delaware corporation (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s shares of common sharesstock, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.0001 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, WING YIP FOOD HOLDINGS GROUP LIMITED By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: KINGSWOOD CAPITAL PARTNERS, LLC Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Kingswood Capital Markets Partners, 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 Discount per Option Share: $[*●] Proceeds to Company per Firm Share (before expenses): $[*●] Proceeds to Company per Option Share (before expenses): $[*] [*●], 2024 Loop Capital Markets LLC 4 1. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ 2. ▇▇▇▇▇▇▇▇ ▇▇▇▇ 3. ▇▇▇▇▇ ▇▇ 4. ▇▇▇▇▇ ▇▇▇ 5. ▇▇▇▇ ▇▇▇▇ 6. ▇▇▇▇▇▇▇ ▇▇▇ Kingswood Capital Partners, LLC as Representative of the Underwriters Tower ▇▇ ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ChicagoNew York, Illinois 60605 New York 10022 Ladies and Gentlemen: The undersignedundersigned understands that Kingswood Capital Partners, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Wing Yip Food Holdings Group Limited, a holder of securities of Metros Development Co., Ltd., a Hong Kong company organized in Japan with limited liability (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s common American depositary shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, NORTHWEST BIOTHERAPEUTICS, INC. By: :_____________________________________ Name: Y▇▇▇▇L▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer 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: AEGIS CAPITAL CORP. By: :_______________________________ Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head Number of Corporate Investment Banking Loop Capital Markets LLC Firm Securities: [*] [*] TOTAL [*] [*•] Number of shares of Common Stock underlying the Firm SharesSecurities: [*•] Number of Option SharesWarrants underlying the Firm Securities: [*•] Number of Additional Securities: [•] Number of shares of Common Stock underlying the Additional Securities: [•] Number of Warrants underlying the Additional Securities: [•] Warrant exercise price: [•] Public Offering Price per Firm ShareSecurity: $[*] Public Offering Price per Option Share: $[*•] Underwriting Discount per Firm ShareSecurity: $[*•] Underwriting Discount Non-accountable expense allowance per Option ShareSecurity: $[*•] Proceeds to Company per Security (before expenses): $[•] [*None.] [*] [*THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇2013 [DATE THAT IS ONE YEAR AFTER DATE OF EFFECTIVENESS]. VOID AFTER 5:00 P.M., ▇▇▇▇▇ ▇▇▇▇ ChicagoEASTERN TIME, Illinois 60605 Ladies and Gentlemen: The undersigned[ ], a holder of securities of Metros Development Co.2017 [DATE THAT IS FIVE YEARS AFTER DATE OF EFFECTIVENESS]. NORTHWEST BIOTHERAPEUTICS, Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orINC.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, HONGLI GROUP INC. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ , division of Benchmark Investments, LLC Name: Title: Partner – Head ▇▇ ▇▇▇▇▇▇, division of Corporate Investment Banking Loop Capital Markets Benchmark Investments, LLC [*___] [*___] TOTAL [*] [*] 4,000,000 600,000 Number of Firm Shares: [*] 4,000,000 Number of Option Shares: [*] 600,000 Public Offering Price per Firm Share: $[*●] Public Offering Price per Option Share: $[*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option Share: $[*●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] [*] [*] [*__], 2024 Loop Capital Markets LLC 1. ▇▇▇ ▇▇▇ 2. ▇▇▇▇▇▇▇▇ ▇▇▇ 3. Ronglan Sun 4. ▇▇▇▇▇▇ (▇▇▇▇▇) ▇▇▇▇ 5. ▇▇▇▇▇▇▇▇ ▇▇▇▇ 6. Qian (Hebe) ▇▇ 7. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC as Representative of the Underwriters ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ Chicago, Illinois 60605 ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersignedundersigned understands that ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Hongli Group Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Cayman Islands corporation (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s common ordinary shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.0001 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SCORPIUS HOLDINGS, INC. By: ___________________________ Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 LLC By: _____________________________ Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets ThinkEquity LLC [*] [*] TOTAL [*] [*] Number of Firm Shares: [*•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [*•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share: $[*•] Public Offering Price per Option Pre-Funded Warrant: $[•] Underwriting Discount per Share: $[*•] Underwriting Discount per Firm SharePre-Funded Warrant: $[*•] Underwriting Discount Proceeds to Company per Option Share: Share (before expenses): $[*•] Proceeds to Company per Pre-Funded Warrant (before expenses): $[*•] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇None. None. 1. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, NRX Pharmaceuticals, Inc. By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: Y▇▇S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: S▇▇▇▇E▇ ▇▇▇▇▇▇▇ TitleLLC By: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇/s/ S▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Supervisory Principal E▇ ▇▇▇▇▇▇ LLC 4,995,000 0 750,000 R. ▇. ▇▇▇▇▇▇▇▇ & Co., Inc. 5,000 0 0 TOTAL 5,000,000 0 750,000 Number of Firm Shares: 5,000,000 Number of Firm Pre-Funded Warrants: 0 Number of Option Shares and/or Option Pre-Funded Warrants: 750,000 Public Offering Price per Share: $0.30 Public Offering Price per Pre-Funded Warrant: $0.299 Underwriting Discount per Share: $0.024 Underwriting Discount per Pre-Funded Warrant: $0.024 Underwriting non-accountable expense allowance per Share: $0.003 Underwriting non-accountable expense allowance per Pre-Funded Warrant: $0.003 Proceeds to Company per Share (before expenses): $0.273 Proceeds to Company per Pre-Funded Warrant (before expenses): $0.273 None. S▇▇▇▇▇▇ ▇. ▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or▇▇▇▇▇

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, COMSOVEREIGN HOLDING CORP. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head Kingswood Capital Markets, division of Corporate Investment Banking Loop Capital Markets LLC [*] [*] TOTAL [*] [*] Benchmark Investments, Inc. Number of Firm SharesUnits: [*●] Number of Option Shares: [*●] Number of Option Warrants: [●] Public Offering Price per Firm ShareUnit: $[*●] Public Offering Price per Option Share: $[*●] Public Offering Price per Option Warrant: $[●] Underwriting Discount per Firm ShareUnit: $[*●] Underwriting Discount per Option Share: $[*●] Underwriting Discount per Option Warrant: $[●] Proceeds to Company per Firm Unit (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] Proceeds to Company per Option Warrant (before expenses): $[●] Underwriting Non-accountable expense allowance per Firm Unit: $[●] [*] [*] [*None.], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇ 1. ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ 2. ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”)▇. In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or▇▇▇▇▇▇

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, PROPHASE LABS, INC. By: Name: Y/s/ T▇▇▇ ▇▇▇▇▇▇ Name: T▇▇ ▇▇▇▇▇▇ 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/ E▇▇▇ ▇▇▇▇ Name: SE▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. 2,520,000 450,000 D▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets LLC [*] [*] TOTAL [*] [*] Securities, Inc. 480,000 - Number of Firm Shares: [*] 3,000,000 Number of Option Shares: [*] 450,000 Public Offering Price per Firm Share: $[*] Public Offering Price 12.50 Underwriting Discount per Option Share: $[*] Underwriting Discount 0.75 Proceeds to Company per Firm Share: Share (before expenses): $[*] Underwriting Discount per Option Share: $[*] [*] [*] [*]11.75 FWP dated January 15, 2024 Loop Capital Markets LLC 42021. T▇▇ ▇▇▇▇▇▇ J▇▇▇▇ ▇▇▇▇ L▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, MD W▇▇▇▇▇ ▇▇▇▇▇▇ ChicagoM▇▇▇▇▇ ▇▇▇▇▇ THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, Illinois 60605 Ladies AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE COMMENCEMENT OF SALES IN THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS THREE YEARS FROM THE COMMENCEMENT OF SALES IN THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and Gentlemen: The undersignedsubject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(e)(1), prior to at 5:00 p.m. (New York time) on the date that is three (3) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ProPhase Labs, Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Delaware corporation (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative up to ______ shares of the underwriters in carrying out an offering (the “Offering”) of the Company’s common sharesCommon Stock, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.0005 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesWarrant Shares”), whether now owned or hereafter acquired by as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933Exercise Price, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, defined in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable giftsSection 2(b); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ASPENBIO PHARMA, INC. By: Name: Y▇/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: S/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ TitleName: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Managing Director, Investment Banking Aegis Capital Corp. 6,100,000 Number of Firm Shares: 6,100,000 Number of Option Shares: 915,000 Public Offering Price per Share: $2.00 Underwriting Discount per Share: $0.14 Underwriting Non-accountable expense allowance per Share: $0.02 Proceeds to Company per Share (before expenses): $1.84 Free Writing Prospectus filed on May 30, 2012 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇ Chief Executive Officer and President and a Director ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Non-Executive Chair of the Board ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Director ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Ph.D. Director ▇▇▇▇ ▇. ▇▇▇▇▇▇ Director ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Director ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Vice President and a Director ▇▇▇▇ ▇. Ratain, M.D. Director ▇▇▇▇▇ ▇. ▇▇▇▇▇ Director ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Chief Financial Officer and Secretary ▇▇▇ ▇▇▇▇ ChicagoSenior Vice President and Chief Commercial Officer ▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President, Illinois 60605 Ladies Marketing and Gentlemen: The undersignedBusiness Development (Former) THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, a holder of securities of Metros Development Co.AGREES THAT IT WILL NOT SELL, Ltd.TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, a company organized in Japan TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (the “Company”)DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, understands that Loop Capital Markets LLC OR (the “Representative”II) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common sharesA BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO JUNE 19, no par value (the “Securities”)2013. In recognition of the benefit that the Offering will confer upon the undersignedVOID AFTER 5:00 P.M., and for other good and valuable considerationEASTERN TIME, the receipt and sufficiency of which are hereby acknowledgedJUNE 19, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or2017.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AMERICAN CARESOURCE HOLDINGS, INC. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: AEGIS CAPITAL CORP. By: Name: STitle: Underwriter Purchased to be Purchased Fully Exercised Exercised Aegis Capital Corp. Number of Firm Series A Units: Number of Firm Series B Units: Number of Additional Shares: Number of Additional Warrants: Public Offering Price per Firm Security: Underwriting Discount per Firm Security: $ Proceeds to Company per Firm Security (before expenses): $ Underwriting Non-accountable expense allowance per Firm Security: $ Free writing prospectuses filed with the SEC on October 21, 2015 and [ ● ], 2015 ▇▇▇▇ J▇▇▇ ▇▇▇▇▇▇▇▇▇ N▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4J▇▇▇▇ ▇. ▇▇▇▇ A▇▇▇ ▇. ▇▇▇▇▇▇ E▇▇▇▇▇ ▇. ▇▇▇▇▇▇ M▇▇▇ ▇. ▇▇▇▇ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ G▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ [_________] Aegis Capital Corp. 8▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ Chicago, Illinois 60605 ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersignedundersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with American CareSource Holdings, Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Delaware corporation (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s shares of common sharesstock, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.01 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, RUMBLEON, INC. By: Name: Y▇▇Ma▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer Chairman and CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: RO▇▇ ▇APITAL PARTNERS, LLC By: Name: S▇▇Aa▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Equity Capital Markets MAXIM GROUP, LLC By: Name:_______________________________ Title: ________________________________ Underwriter Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Ro▇▇ ▇apital Partners, LLC [*●] [*●] Maxim Group, LLC [●] [●] Aegis Capital Corp. [●] [●] TOTAL [*●] [*●] Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*●] Public Offering Price Underwriting Discount per Option Share: $[*●] Underwriting Discount Non-accountable expense allowance per Firm Share: $[*●] Underwriting Discount Proceeds to Company per Option Share: Share (before expenses): $[*●] [*None.] [*None.] [*], 2024 Loop Capital Markets LLC 4Ma▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ St▇▇▇▇ ▇. ▇▇▇▇▇▇▇ De▇▇▇▇ ▇▇▇▇▇ Ka▇▇▇▇ ▇▇▇▇▇, ▇▇▇ Mi▇▇▇ ▇▇▇▇▇▇ Ke▇▇▇ ▇▇▇▇▇▇▇▇ Ri▇▇▇▇▇ ▇. ▇▇▇▇ ChicagoNextGen Dealer Solutions, Illinois 60605 Ladies LLC Berrard Holdings Limited Partnership Blue Flame, LLC Warrant Shares: [●] THIS WARRANT TO PURCHASE CLASS B COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and Gentlemen: The undersignedsubject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [●], 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 the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from RumbleOn, Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Nevada corporation (the “Company”), understands that Loop Capital Markets LLC up to [●] shares of Class B Common Stock, par value $0.001 per share (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up PeriodClass B Common Stock”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesWarrant Shares”), whether now owned or hereafter acquired by as subject to adjustment hereunder. The purchase price of one share of Class B Common Stock under this Warrant shall be equal to the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933Exercise Price, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, defined in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable giftsSection 2(b); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, Eastside Distilling, Inc. By: Name: Y▇▇▇G▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 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: By: Name: SA▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Head of Equity Capital Markets AEGIS CAPITAL CORP. By: Name: Title: R▇▇▇ Capital Partners, LLC Aegis Capital Corp. Number of Firm Units: 1,200,000 Number of Option Shares: 180,000 Number of Option Warrants: 180,000 Public Offering Price per Firm Unit: $[____] Underwriting Discount per Firm Unit: $[____] Underwriting Non-accountable expense allowance per Firm Unit: [$______] Allocated Offering Price per Warrant: [$____] Underwriting Discount per Warrant: [$___] Proceeds to Company per Unit (including non-accountable expense but before expenses): [$___] [None.] [None.] R▇▇▇ Capital Partners, LLC 8▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and Aegis Capital Corp. 8▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Chicago▇▇▇▇▇ ▇▇▇ ▇▇▇▇, Illinois 60605 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersignedundersigned understands that R▇▇▇ Capital Partners, LLC, as representative, joint lead underwriter, and joint bookrunner (the “Representative”), and Aegis Capital Corp., as joint lead underwriter and joint bookrunner, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Eastside Distilling, Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Nevada corporation (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative public offering of the underwriters in carrying out an offering (the “Offering”) units consisting of the Company’s one share of common sharesstock, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.0001 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”) and one warrant to purchase one share of common stock, par value $0.0001 per share, of the Company (the “Public Offering”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the 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 CompanyRepresentatives, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. By: Name: YTitle: Date: By: Name: Title: Date: By: Name: Title: Date: Craft Capital Management, LLC WestPark Capital, Inc. Number of Firm Shares: 2,500,000 Number of Option Shares: 375,000 Public Offering Price per Share: $ Underwriting Discount per Share: $ Proceeds to Company per Share (before expenses): $ Free writing prospectus dated February 20, 2024 Filed pursuant to Rule 433 of the Securities Act of 1993, as amended Relating to Preliminary Prospectus dated January 10, 2024 Registration No. 333-271502 , 2024 Craft Capital Management, LLC ▇▇▇ ▇▇▇ ▇▇. Lower Concourse Garden City, NY 11530 WestPark Capital, Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ 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: By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ChicagoLos Angeles, Illinois 60605 CA 90067 As Representatives of the several underwriters named on Schedule 1 to the Underwriting Agreement Ladies and Gentlemen: The undersignedundersigned understands that Craft Capital Management, LLC and WestPark Capital, Inc. (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Majestic Ideal Holdings Ltd, a holder of securities of Metros Development Co., Ltd., a Cayman Islands company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an initial public offering (the “Public Offering”) of the Company’s common ordinary shares, no par value $0.0000625 per share, of the Company (the “SecuritiesShares”). In recognition of To induce the benefit that Representatives to continue their efforts in connection with the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedPublic Offering, the undersigned hereby agrees with the Representative that, without the prior written consent of the RepresentativeRepresentatives, the undersigned will not, during a the period of twelve (12) months from commencing on the date on which hereof and ending one hundred and eighty days (180) days after the trading date of the Securities commences on final prospectus (the NYSE American or on The Nasdaq Capital Market “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i1) 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 purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of any securities capital stock of the Company (collectivelyor any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, the “Lock-Up Securities”), whether now owned by the undersigned or hereafter acquired by any affiliate of the undersigned or with respect to which the undersigned or any affiliate of the undersigned has or hereafter acquires acquired the power of disposition, or file, or cause ; the shares of common stock owned by the undersigned are hereinafter referred to be filed, any registration statement under as the Securities Act of 1933, as amended, with respect to any of the foregoing or “Lock- Up Securities”); (ii2) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the shares of Lock-Up Securities or such other securitiesSecurities, in cash or otherwise. The Representative may in its sole discretion and at ; (3) except as otherwise permissible under the Underwriting Agreement, make any time without notice release some demand for or all of the shares subject to lock-up agreements prior exercise any right with respect to the expiration 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 Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the timeSecurities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that Representatives in connection with: (1a) the Representative receives a signed lock-up agreement for the balance of the transactions relating to Lock-Up Period from each donee, trustee or transfereeSecurities 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 case may be“Exchange Act”), (2) any shall be required or shall be voluntarily made in connection with subsequent sales of Lock- Up Securities acquired in such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:open market transactions; (ib) transfers of Lock-Up Securities as a bona fide gift gift, by will or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned intestacy or to a family member or trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate of a family of the undersigned member (for purposes of this lock-up agreement, “immediate familyfamily member” shall mean means any relationship by blood, marriage or adoption, not more remote than first cousin); or;

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, HONGLI GROUP INC. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ , division of Benchmark Investments, LLC Name: Title: Partner – Head ▇▇ ▇▇▇▇▇▇, division of Corporate Investment Banking Loop Capital Markets Benchmark Investments, LLC [*___] [*___] TOTAL [*] [*] 2,500,000 375,000 Number of Firm Shares: [*] 2,500,000 Number of Option Shares: [*] 375,000 Public Offering Price per Firm Share: $[*●] Public Offering Price per Option Share: $[*●] Underwriting Discount per Firm Share: $[*●] Underwriting Discount per Option Share: $[*●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] [*] [*] [*__], 2024 Loop Capital Markets LLC 1. ▇▇▇ ▇▇▇ 2. ▇▇▇▇▇▇▇▇ ▇▇▇ 3. Ronglan Sun 4. ▇▇▇▇▇▇ (▇▇▇▇▇) ▇▇▇▇ 5. ▇▇▇▇▇▇▇▇ ▇▇▇▇ 6. Qian (Hebe) ▇▇ 7. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC as Representative of the Underwriters ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ Chicago, Illinois 60605 ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersignedundersigned understands that ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Hongli Group Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Cayman Islands corporation (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s common ordinary shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.0001 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, NANO DIMENSION LTD. By: Name: Y▇▇▇▇/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: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ ▇▇▇▇ ▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. 2,333,000 333,700 Number of Firm Shares: 2,333,000 Number of Option Shares: 333,700 Public Offering Price per ADS: $1.50 Underwriting Discount per ADS: $0.105 Proceeds to Company per ADS (before expenses): $1.395 None. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇-Fried ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Chicago▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, Illinois 60605 Ladies 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 THE UNDERWRITING AGREEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE DATE OF THE UNDERWRITING AGREEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF THE UNDERWRITING AGREEMENT]. Warrant Shares: _______ THIS WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and Gentlemen: The undersignedsubject to the limitations on exercise and the conditions hereinafter set forth, a holder at any time on or after ____, 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 the date that is five (5) years following the date of securities of Metros Development Co.the Underwriting Agreement (as defined herein)(the “Termination Date”) but not thereafter, Ltd.to subscribe for and purchase from Nano Dimension, a company organized in Japan under the laws of the State of Israel (the “Company”), understands that Loop Capital Markets LLC up to [●] American Depositary Shares (“ADSs”), each ADS representing fifty ordinary shares, par value NIS 0.1 per share (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up PeriodOrdinary Shares”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesWarrant Shares”), whether now owned or hereafter acquired by as subject to adjustment hereunder. The purchase price of one ADS under this Warrant shall be equal to the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933Exercise Price, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, defined in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable giftsSection 2(b); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SCORPIUS HOLDINGS, INC. By: Name: Y▇/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: THINKEQUITY LLC By: /s/ ▇▇▇▇ ▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇ Title: Head of Investment Banking Number of Firm Shares: 2,428,000 Total Number of Firm Pre-Funded Warrants: 10,072,000 Number of Option Shares and/or Pre-Funded Warrants: 1,875,000 Public Offering Price per Share: $1.00 Public Offering Price per Pre-Funded Warrant: $0.9998 Underwriting Discount per Share: $0.07 Underwriting Discount per Pre-Funded Warrant: $0.07 Proceeds to Company per Share (before expenses): $0.93 Proceeds to Company per Pre-Funded Warrant (before expenses): $0.9298 Issuer Free Writing Prospectus dated August 6, 2024. None. 1. ▇▇▇▇▇▇▇ ▇▇▇▇ 2. ▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇3. ▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or▇▇▇▇

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the 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, ADVANCED TECHNOLOGY ACQUISITION CORP. By: :___________________________________ Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of Accepted on the date first above written above mentioned, CRT CAPITAL GROUP LLC Acting severally on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: I hereto By: :___________________________________ Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ G▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ChicagoTitle: Managing Director Underwriter Number of Firm Units to be Purchased CRT Capital Group LLC I-Bankers Securities, Illinois 60605 Inc. Advanced Technology Acquisition Corp. 14 A Achimeir Street Ramat Gan 52587 Israel Ladies and Gentlemen: The undersigned, a holder Reference is made to the Prospectus of securities of Metros Development Co., Ltd., a company organized in Japan Advanced Technology Acquisition Corp. (the “Company”), understands that Loop Capital Markets LLC dated __________, 2007 (the “RepresentativeProspectus”) will act as ). We acknowledge that we have read the representative of Prospectus and understand that the underwriters in carrying out an offering (Company has established a trust account for the “Offering”) benefit of the Company’s common sharespublic stockholders at L▇▇▇▇▇ Brothers Inc., no par value maintained by Continental Stock Transfer & Trust Company acting as trustee (the “SecuritiesTrust Account”). In recognition of the benefit ) and that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months Company may disburse monies from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersTrust Account only: (ia) in the event the Company consummates a “business combination” (as a bona fide gift or gifts (including but not limited such term is used in the Prospectus), to charitable gifts)any public stockholders who exercise their conversion rights, to the Underwriters in respect of their deferred underwriting discount and to the Company in the amount remaining in the Trust Account following such payments to the public stockholders and the Underwriters; or (iib) to any member in the event of the immediate family of Company’s dissolution and liquidation, to the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orpublic stockholders.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, NANO DIMENSION LTD. By: Name: Y/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ ▇▇▇▇ ▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. 17,428,000 430,000 2,678,700 2,678,700 Total 17,428,000 430,000 2,678,700 2,678,000 Pricing Information Number of Firm Shares: 17,428,000 Number of Firm Warrants: 430,000 Number of Option Shares and/or Warrants: 2,678,700 Public Offering Price per ADS: $0.70 Public Offering Price per Warrant: $0.6999 Warrant Exercise Price: $0.0001 Underwriting Discount per ADS: $0.049 Underwriting Discount per Warrant: $0.049 Proceeds to Company per ADS (before expenses): $0.651) Proceeds to Company per Warrant (before expenses): $0.651 None. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇-Fried ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Chicago▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ Warrant No.: __________ Issue Date: __________, Illinois 60605 Ladies 2020 Number of American Depositary Shares: ________________ THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and Gentlemen: The undersignedsubject to the limitations on exercise and the conditions hereinafter set forth, a holder of securities of Metros Development Co.at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Nano Dimension Ltd., a an Israeli limited company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common sharesup to ______ Ordinary Shares, no par value (the “SecuritiesOrdinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”)), represented by _____________ American Depositary Share (“ADSs”), each 50 Ordinary Shares representing one ADS, as subject to adjustment hereunder (the “Warrant ADSs”). In recognition The purchase price of one Warrant ADS shall be equal to the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933Exercise Price, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, defined in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable giftsSection 2(b); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, SharedLABS, Inc. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: ThinkEquity A Division of Fordham Financial Management, Inc. Name: SE▇▇▇ ▇▇▇▇ Title: Head of Investment Banking 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: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4Twelve Months J▇▇▇▇ ▇▇▇▇ Twelve Months T▇▇ ▇▇▇▇▇▇ Twelve Months B▇▇▇ ▇▇▇▇▇▇▇▇ Twelve Months S▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Twelve Months K▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Twelve Months M▇▇▇ ▇▇▇▇▇, ▇ Twelve Months V▇▇▇▇▇ ▇▇▇▇▇ ChicagoTwelve Months R▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Twelve Months [ ]1 1NTD: Include all stockholders of the company based on complete capitalization schedule. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, Illinois 60605 Ladies and GentlemenAGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________]2 . VOID AFTER 5:00 P.M., EASTERN TIME, [___________________]3. Warrant Shares: The undersigned_______ Initial Exercise Date: ______, 2018 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity, a holder Division of securities of Metros Development Co.Fordham Financial Management, Ltd.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 ____, 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 the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SharedLABS, Inc., a company organized in Japan Delaware corporation (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative up to ______ shares of the underwriters in carrying out an offering (the “Offering”) of the Company’s common sharesCommon Stock, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.0001 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesWarrant Shares”), whether now owned or hereafter acquired by as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933Exercise Price, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, defined in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable giftsSection 2(b); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, KIPS BAY MEDICAL, INC. By: Name: Y▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer Confirmed as of the date first above mentioned, on behalf of itself and as Representative of the Several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: Aegis Capital Corp. 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.] The Underwriters’ Information shall include the following: the table of Underwriters under the first paragraph, the concession figure appearing in the seventh paragraph, the information contained under the sub-heading “Electronic Offer, Sale and Distribution of Shares,” the information contained under the sub-heading “Stabilization,” the information contained under the sub-heading “Passive market making” and the information contained under the sub-heading “Offer Restrictions Outside the United States.” ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Kips Bay Investments, LLC ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: S▇▇▇▇▇ . ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Arch ▇▇ ▇▇▇▇▇, . ▇▇▇▇▇ ▇▇▇▇▇▇ Chicago▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, Illinois 60605 Ladies and Gentlemen: The undersignedAGREES THAT IT WILL NOT SELL, a holder of securities of Metros Development Co.TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, Ltd.TRANSFER, a company organized in Japan ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (the “Company”)DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, understands that Loop Capital Markets LLC OR (the “Representative”II) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common sharesA BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS ONE YEAR AFTER DATE OF EFFECTIVENESS]. VOID AFTER 5:00 P.M., no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersignedEASTERN TIME, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or[ ] [DATE THAT IS FIVE YEARS AFTER DATE OF EFFECTIVENESS].

Waiver, etc. The failure of any of the parties hereto to at any ----------- time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect to affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto thereafter to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between among the Underwriters Underwriters, the Company and the CompanySelling Stockholders, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, PURE CYCLE CORPORATION By: --------------------------- Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mark Harding Title: Chief Executive Officer Confirmed President SELLING STOCKHOLDERS LISTED ON SCHEDULE II By: --------------------------- Attorney-in-Fact for the Selling Stockholders listed on Schedule II hereto Accepted as of the date first written above mentionedwritten. New York, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: New York FLAGSTONE SECURITIES By: -------------------------- Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Philip G. Putnam Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇Managi▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder SCHEDULE I PURE CYCLE CORPORATION 3,205,367 SHARES OF COMMON STOCK Number of securities of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause Firm Shares Underwriter to be filed, any registration statement under the Purchased ----------- --------------- Flagstone Securities Act --------------------- 3,205,367 SCHEDULE II - SELLING STOCKHOLDERS Number of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is Firm Name Shares to be settled by delivery Sold ------------------------------------------ ----------------- Inco Securities Corporation 470,000 Landmark Water Partners, L.P. 136,573 Alan C. Stormo 18,000 D.W.Pettyjohn 7,500 Beverly A. Beardslee 18,000 Robert Douglas Beardslee 9,000 Bradley Kent Beardslee 9,000 Fayyaz & Company, Inc. 30,000 International Properties, Inc. 60,000 Apex Investment Fund II, L.P. 484,210 Environmental Venture Fund 178,276 Liquidating Trust The Productivity Fund II, L.P. 135,717 Landmark Water Partners II, L.P. 38,533 Proactive Partners, L.P. 80,124 Environmental Private Equity Fund II, L.P. 201,797 Gregory M. Morey 16,024 Don Fogel 16,024 George Middlemas 100,000 Margaret S. Hansson 200,000 Susan Byrom Evans 26,667 Carol Byrom Conrad 26,700 Fletcher L.Byrom, Jr. 22,222 Thomas P. Clark 100,000 Mark W. Harding 121,000 ----------------- 2,505,367 TABLE OF CONTENTS PAGE 1. Purchase and Sale of the Lock-Up Securities or such other securities, in cash or otherwiseSecurities. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or. . . . . . . . . . . . . . . 1 1.1

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 usus as of the date first above written. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: S▇▇▇▇E▇ ▇▇▇▇▇▇▇ , division of Benchmark Investments, LLC Name: Title: Partner – Head E▇ ▇▇▇▇▇▇, division of Corporate Investment Banking Loop Capital Markets Benchmark Investments, LLC [*●] [*] TOTAL [*] [*●] Number of Firm Shares: [*] 5,176,468 Number of Firm Warrants: 6,470,585 Number of Option Shares: [*] 776,470 Number of Option Warrants: 970,587 Public Offering Price per Firm ShareSecurity: $[*] 4.25 Public Offering Price per Option ShareSecurity: $[*] 4.25 Underwriting Discount per Firm ShareSecurity: $[*] 0.34 Underwriting Discount per Option ShareSecurity: $[*] [*] [*] [*]0.34 Proceeds to Company per Firm Security (before expenses): $3.91 Proceeds to Company per Option Security (before expenses): $3.91 None. 1. Scottish Enterprise 2. MEDINET Co., 2024 Loop Capital Markets LLC Ltd 3. NIPRO Corporation 4. D▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, 5. A▇▇▇▇▇ ▇▇▇▇▇ 6. N▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Loop ▇▇▇▇ 7. A▇▇▇▇ ▇▇▇▇ 8. Entities affiliated with Renaissance Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”)Partners Limited 9. In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orB▇▇▇▇ ▇▇▇▇▇

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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, XTI AEROSPACE, INC. By: Name: Y/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: CEO THINKEQUITY LLC By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇/s/ ▇▇▇▇ ▇▇▇▇ ChicagoName: ▇▇▇▇ ▇▇▇▇ Title: Head of Investment Banking Number of Shares/Warrants: 10,575,000/10,575,000 Number of Pre-Funded Warrants/Warrants: 1,925,000/1,925,000 Offering Price per Share and one (1) Warrant: $1.60 Offering Price per Pre-funded Warrant and one (1) Warrant: $1.599 Aggregate Proceeds to Company (before expenses): $18,600,000 None. ● All officers and directors. Warrant Shares: [____] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, Illinois 60605 Ladies for value received, [____] or its assigns (the “Holder”) is entitled, upon the terms and Gentlemen: The undersignedsubject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September 15, 2025 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Commencement Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from XTI AEROSPACE, INC. a holder of securities of Metros Development Co., Ltd., a company organized in Japan Nevada corporation (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative up to [____] shares of the underwriters in carrying out an offering (the “Offering”) of the Company’s common sharesCommon Stock, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.001 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesWarrant Shares”), whether now owned or hereafter acquired by as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933Exercise Price, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, defined in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable giftsSection 2(b); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, LONGEVERON INC. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: Name: STitle: Kingswood Capital Markets, division of Benchmark Investments, Inc. Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Shares: $[●] Public Offering Price per Option Share: $[●] Underwriting Discount per Firm Shares: $[●] Underwriting Discount per Option Share: $[●] Proceeds to Company per Firm Shares (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] [None.] 1. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 2. ▇▇▇▇▇▇ ▇. ▇▇▇▇ 3. ▇▇▇▇ ▇. ▇▇▇▇ 4. Rock ▇▇▇▇▇▇ 5. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ 6. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ 7. ▇▇▇▇ ▇▇▇▇ Chicago8. DS MED LLC THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., Ltd., a company organized in Japan AS AMENDED (the THE “CompanySECURITIES ACT”), understands that Loop Capital Markets LLC AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. 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 (the “Representative”DEFINED BELOW) will act as the representative of the underwriters in carrying out an offering TO ANYONE OTHER THAN (the “Offering”I) of the Company’s common sharesKINGSWOOD CAPITAL MARKETS, no par value DIVISION OF BENCHMARK INVESTMENTS, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (the “Securities”)II) A BONA FIDE OFFICER OR PARTNER OF KINGSWOOD CAPITAL MARKETS, DIVISION OF BENCHMARK INVESTMENTS, INC. In recognition of the benefit that the Offering will confer upon the undersignedOR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., and for other good and valuable considerationEASTERN TIME, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or[___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE 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 the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, By: Name: Y▇▇S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 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: By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets ThinkEquity LLC [*] [*] TOTAL [*] [*] Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: $[*●] Public Offering Price Underwriting Discount per Option Share: $[*●] Underwriting Discount Non-accountable expense allowance per Firm Share: $[*●] Underwriting Discount Proceeds to Company per Option Share: Share (before expenses): $[*●] Free writing prospectus filed with the SEC on [*] [*] [*_____], 2024 Loop Capital Markets LLC 42021 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▇▇▇ Chicago▇. ▇’▇▇▇▇▇, Illinois 60605 Ladies and Gentlemen: The undersignedDirector 6. H▇▇▇▇▇▇ ▇. ▇▇▇▇▇, a holder of securities of Metros Development Co.Director 1. G▇▇▇ Mars Venus Trust, Ltd.Arizona 2015 2. Bellridge Capital, a company organized in Japan (the “Company”)L.P. 3. Acuitas Group Holdings, understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orLLC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, cbdMD, INC. By: Name: Y▇▇▇▇▇▇Ma▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Executive 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: By: Name: S▇▇▇/s/ Er▇▇ ▇▇▇▇ Name: Er▇▇ ▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets Underwriter Total Number ofFirm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative ThinkEquity, a division of Fordham Financial Management, Inc. 332,500 49,875 The Benchmark Company LLC [*] [*] 142,500 21,375 WestPark Capital, Inc. 25,000 3,750 TOTAL [*] [*] 500,000 75,000 Number of Firm Shares: [*] 500,000 Number of Option Shares: [*] 75,000 Public Offering Price per Firm Share: $[*] Public Offering Price 10.00 Underwriting Discount per Option Share: $[*] Underwriting Discount 0.75 Proceeds to Company per Firm Share: Share (before expenses): $[*] Underwriting Discount per Option Share: $[*] [*] [*] [*]9.25 Free Writing Prospectus filed with the SEC on October 3, 2024 Loop Capital Markets LLC 4▇▇ ▇2019. Free Writing Prospectus filed with the SEC on September 20, 2019. Ma▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative Chairman of the underwriters in carrying out an offering (the “Offering”) Board of the Company’s common shares, no par value (the “Securities”Directors and Co-Chief Executive Officer). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLIPHARMACEUTICS INTERNATIONAL INC. By: Name: YTitle: ▇. ▇▇▇▇▇▇▇▇▇▇ & CO., LLC By: Name: Title: Number of Firm Shares: 827,970 Number of Pre-Funded Warrants: 16,563,335 Number of Firm Warrants: 17,391,305 Number of Option Shares: 2,608,695 Number of Option Warrants: 2,608,695 Warrant Exercise Price: $0.75 Pre-Funded Warrant Exercise Price: $0.01 Public Offering Price per Option Share: $0.74 Public Offering Price per Option Warrant: $0.01 Underwriting Discount per Unit: $0.06 Underwriting Discount per Pre-Funded Warrant: $0.06 Proceeds to Company Unit (before expenses): $0.69 Proceeds to Company per Pre-Funded Unit: $0.68 Issuer General Use Free Writing Prospectus filed with the Commission on October 5, 2018 Isa Od▇▇▇ ▇▇▇▇▇ ▇d▇▇▇ ▇▇▇▇▇▇ ▇atient El▇▇▇ ▇. ▇▇▇▇▇ Ba▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: S▇▇Sh▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ Ke▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ H.▇. ▇▇▇▇▇▇▇▇▇▇ & Co., LLC 43▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 ▇▇▇▇▇ Re: Intellipharmaceutics International Inc. (the “Company”) Ladies and Gentlemen: The undersigned, undersigned is an owner of record or beneficially of certain common shares of the Company (“Common Shares”) or securities convertible into or exchangeable or exercisable for Common Shares. The Company proposes to carry out a holder public offering of securities of Metros Development Co., Ltd., a company organized in Japan (the “CompanyOffering”)) for which H.▇. ▇▇▇▇▇▇▇▇▇▇ & Co., understands that Loop Capital Markets LLC (the “RepresentativeUnderwriter”) will act as the representative of underwriter pursuant to the underwriters in carrying out an offering underwriting agreement to be entered into between the Underwriter and the Company with respect to the Offering (the “Offering”) of the Company’s common shares, no par value (the “SecuritiesUnderwriting Agreement”). In recognition of the benefit The undersigned recognizes that the Offering will confer upon be of benefit to the undersignedundersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that the Underwriter is relying on the representations and for other good agreements of the undersigned contained in this letter in carrying out the Offering and valuable consideration, in entering into the receipt and sufficiency Underwriting Agreement. In consideration of which are hereby acknowledgedthe foregoing, the undersigned hereby agrees with that the Representative thatundersigned will not, and will not publicly disclose an intention to (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to), without the prior written consent of the Representative, during a period of twelve Underwriter (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”consent may be withheld in its sole discretion), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledgeindirectly, sell, offer, contract to sell, sell or grant any option or contract to purchasesell (including, purchase without limitation, any option or contract to sellshort sale), grant any option, right or warrant to purchase purchase, pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), lend or otherwise transfer or dispose of any Common Shares, options, rights or warrants to acquire Common Shares, or securities exchangeable or exercisable for or convertible into Common Shares currently owned either of record or beneficially (as defined in Rule 13d-3 under the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired Exchange Act) by the undersigned (or with respect to which the undersigned has such spouse or hereafter acquires the power of dispositionfamily member), or fileincluding, or cause to be filedwithout limitation, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter entering into any swap or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of the ownership of Common Shares or publicly announce an intention to do any of the Lock-Up Securitiesforegoing, whether for a period commencing on the date hereof and continuing through the close of trading on the date ninety (90) days after the date of thefinal prospectus relating to the Offering (the “Restriction Period”), except for (A) transactions related to Common Shares or other securities acquired in the Offering or in the open market after the completion of the Offering, (B) bona fide gifts, sales or other dispositions of shares of any such swap class of the Company’s capital stock, in each case that are made exclusively between and among the undersigned or transaction described members of the undersigned’s family, or affiliates of the undersigned, including its partners (if a partnership) or members (if a limited liability company), (C) transfers to any trust for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned, or (D) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary, or a member of the immediate family of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (iB), (C) or (iiD), (1) above is each donee or distributee shall execute and deliver to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to Underwriter a lock-up agreements prior to letter in the expiration form of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested this paragraph and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value; and provided, further, that in the case of any transfer or distribution pursuant to clause (B), (3C) or (D), no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfers are not required transfer or distribution (other than a filing on a Form 5 made after the expiration of the Restriction Period). Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. If the undersigned is an officer or director of the Company: (A) notwithstanding any provision of this agreement to be reported the contrary, the share transfer restrictions set forth above shall apply to any and all issuer-directed shares received by the undersigned in any public report or filing with the Securities and Exchange Commission, or otherwise Offering; and (4B) if the undersigned does not otherwise voluntarily effect any public filing Underwriter determines in its sole discretion to consent to a requested release or report regarding such transfers: waiver of the foregoing restrictions in connection with a transfer of Common Shares, (i) as a bona fide gift required by the Financial Industry Regulatory Authority, Inc., the Underwriter intends to notify the Company of the impending release or gifts waiver at least three (including but not limited to charitable gifts); or 3) business days before the effective date of such release or waiver, and (ii) the Company (in accordance with the provisions of the Underwriting Agreement) will announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Underwriter hereunder to any member such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this agreement that are applicable to the transferor to the extent and for the duration that such terms remain in effect at the time of the immediate family transfer. 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 Common Shares held by the undersigned or to a trust or other entity except in compliance with the foregoing restrictions, and any duly appointed transfer agent and registrar for the direct registration or indirect benefit of, transfer of Common Shares described herein are hereby authorized to decline to make any transfer of such Common Shares if such transfer would constitute a violation or wholly-owned bybreach of this agreement. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of 1933, as amended, of any Common Shares owned either of record or beneficially by the immediate family undersigned, including any rights to receive notice of the Offering. The undersigned understands that, (1) if the Underwriting Agreement has not been executed on or before [ ], 2018 (provided that the Company may by written notice to the undersigned prior to [ ], 2018 extend such date for purposes a period of up to an additional [ ] months), (2) 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 or (3) after [ ], 2018, if the Company advises in writing to the Underwriter that it has determined not to proceed with the Offering prior to the execution of the Underwriting Agreement, the undersigned shall be released from all obligations under this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, WING YIP FOOD HOLDINGS GROUP LIMITED By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇ LLC Name: Title: Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised ▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets ▇▇▇▇▇▇ 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 Discount per Option Share: $[*●] Proceeds to Company per Firm Share (before expenses): $[*●] Proceeds to Company per Option Share (before expenses): $[*] [*●], 2024 Loop Capital Markets LLC 4 1. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ 2. ▇▇▇▇▇▇▇▇ ▇▇▇▇ 3. ▇, ▇▇▇▇ ▇▇ 4. ▇▇▇▇▇ ▇▇▇ 5. ▇▇▇▇ ▇▇▇▇ 6. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇ LLC as Representative of the Underwriters ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Chicago▇▇▇▇▇ New York, Illinois 60605 New York 10022 Ladies and Gentlemen: The undersignedundersigned understands that ▇▇ ▇▇▇▇▇▇ LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Wing Yip Food Holdings Group Limited, a holder of securities of Metros Development Co., Ltd., a Hong Kong company organized in Japan with limited liability (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s common American depositary shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, MERIDIAN WASTE SOLUTIONS, INC. Date By: /s/ Name: Y▇▇J▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: J▇▇▇▇▇ ▇▇▇▇▇▇ & CO., LLC. By: _______________________________________ Name: SE▇▇▇ ▇▇▇▇ Title: Head of Investment Banking/Underwritings Underwriter Total Number ofFirm Shares to bePurchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Number of Firm Warrants to be Purchased Number of Additional Warrants to be Purchased if Over-Allotment Option is Fully Exercised J▇▇▇▇▇ ▇▇▇▇▇▇ & Co., LLC - - - - TOTAL - - - - Number of Firm Shares: [●] Number of Firm Warrants: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Warrant exercise price: $[●] Public Offering Price per Security: $[●] Underwriting Discount per Security: $[●] Proceeds to Company per Security (before non-accountable expense allowance and other expenses): $[●] Underwriting Non-accountable expense allowance per Security: $[●] [None.] ● J▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets ● C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ● CC2G Holdings, 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4● J▇▇▇▇▇▇ ▇▇▇▇▇▇ ● T▇▇▇▇▇ ▇▇▇▇▇ ● J▇▇▇▇▇▇ ▇▇▇▇▇ ● J▇▇▇▇ ▇▇▇▇▇▇▇▇ ● T▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ● G▇▇▇▇▇▇, S▇▇▇▇ & Co. ● W▇▇▇▇▇ ▇. ▇▇▇▇ ● Praesidian Capital Opportunity Fund III, LP ● Praesidian Capital Opportunity Fund III-A, LP ● Praesidian Capital Opportunity Management III, LLC ● Praesidian Capital Opportunity Management III-A, LLC ● The R▇▇▇▇ Family Trust ● [All holders of Series C Preferred Stock] J▇▇▇▇▇ ▇▇▇▇▇▇ & Co., LLC 8▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that J▇▇▇▇▇ ▇▇▇▇▇▇ Chicago& Co., Illinois 60605 Ladies and Gentlemen: The undersignedLLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Meridian Waste Solutions, Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan New York corporation (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s shares of common sharesstock, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.025 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect ) and warrants to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orpurchase Shares.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇ Title: Chief Executive Officer and Director By: Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ (Shell) Li Title: Partner – Head of Corporate Investment Banking Loop Capital Markets LLC Chief Executive Officer Cathay Securities Inc. [*] [*● ] 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 Discount Proceeds to Company per Firm Share (before expenses): $ [● ] Number of Option Share: $Shares [*● ] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇▇▇ ▇▇▇ Chief Executive Officer and Director ▇▇▇ ▇▇▇▇▇▇▇▇▇ Chief Financial Officer ▇▇▇▇ ▇▇▇▇▇▇▇ Independent Director Nominee ▇▇▇▇ ▇▇ Independent Director Nominee ▇▇▇▇ ▇▇▇▇▇ Independent Director Nominee Cathay Securities Inc. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ChicagoNew York, Illinois 60605 NY 10005 Ladies and Gentlemen: The undersignedundersigned understands that Cathay Securities Inc., the representative of the underwriters, proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Red Wisdom Creation Limited, a holder of securities of Metros Development Co., Ltd., a Cayman Islands company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s common Class A ordinary shares, no of par value $0.0001 per share, of the Company (the “SecuritiesShares”). In recognition of To induce the benefit that Underwriters to continue their efforts in connection with the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedPublic Offering, the undersigned hereby agrees with the Representative that, without the prior written consent of the RepresentativeUnderwriters, the undersigned will not, during a the period of twelve commencing on the date hereof and ending six (126) months from the date on which Closing Date relating to the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market Public Offering (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i1) offer, pledge, sell, contract to sell, sell any option or contract to purchasegrant, purchase any option or contract to selllend, grant any option, right or warrant to purchase or otherwise transfer or dispose of of, directly or indirectly, any Shares or any securities of the Company (collectively, the “Lock-Up 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 dispositiondisposition (collectively, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or “Lock-Up Securities”); (ii2) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i1) or (ii2) above is to be settled by delivery of the Lock-Up Securities or such other securitiesSecurities, in cash or otherwise. The Representative may in its sole discretion and at ; (3) make any time without notice release some demand for or all of the shares subject to lock-up agreements prior exercise any right with respect to the expiration registration of the any Lock-Up Period. When determining whether Securities; or not (4) publicly disclose the intention to release shares from the lock-up agreementsmake any offer, the Representative will considersale, among pledge or disposition, or to enter into any transaction, swap, hedge or other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject arrangement relating to the conditions below, the undersigned may transfer the any Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orSecurities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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. By: Name: YC▇▇▇▇▇ JMB INC. By: W▇▇▇▇ ▇▇▇▇▇▇▇▇ 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: ALEXANDER CAPITAL, L.P. By: Name: SJ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director Alexander Capital, L.P. [ ] [ ] P▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets Company, 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 Discount Non-accountable expense allowance per Option Share: $[*[ ] [*Proceeds to Company per Share (before expenses): $[ ] [*] [*]None. Alexander Capital, 2024 Loop Capital Markets LLC 4L.P., as Representative 1▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Boulevard #202 Red Bank, New Jersey 07701 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 C▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersignedJMB Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Nevada corporation (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an initial public offering (the “Initial Public Offering”) by the several underwriters named in Schedule 1 of the Company’s Underwriting Agreement of shares of common sharesstock, no par value $0.001 per share, of the Company (the “SecuritiesShares”). In recognition of Capitalized terms used herein and not otherwise defined shall have the benefit that meanings set forth in the Offering will confer upon Underwriting Agreement. To induce the undersigned, and for other good and valuable consideration, Representative to continue its efforts in connection with the receipt and sufficiency of which are hereby acknowledgedInitial Public Offering, the undersigned hereby agrees with the Representative that, without the prior written consent of the Representative, the undersigned will not, during a the period of twelve (12) months from commencing on the date on which hereof and ending one (1) year after the trading date of the Securities commences on final prospectus (the NYSE American or on The Nasdaq Capital Market “Prospectus”) relating to the Initial Public Offering (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i1) offer, pledge, sell, contract to sell, sell any option or contract to purchasegrant, purchase any option or contract to selllend, grant any option, right or warrant to purchase or otherwise transfer or dispose of of, directly or indirectly, any Shares or any securities of the Company (collectively, the “Lock-Up 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 dispositiondisposition (collectively, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or “Lock-Up Securities”); (ii2) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i1) or (ii2) above is to be settled by delivery of the Lock-Up Securities or such other securitiesSecurities, in cash or otherwise. The Representative may in its sole discretion and at ; (3) make any time without notice release some demand for or all of the shares subject to lock-up agreements prior exercise any right with respect to the expiration registration of the any Lock-Up Period. When determining whether Securities; or not (4) publicly disclose the intention to release shares from the lock-up agreementsmake any offer, the Representative will considersale, among pledge or disposition, or to enter into any transaction, swap, hedge or other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject arrangement relating to the conditions below, the undersigned may transfer the any Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orSecurities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of 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 purposeVery truly yours, whereupon this letter shall constitute a binding agreement between us. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: Noble Financial Capital Markets By: Name: S▇▇Title: Number of Shares: [●] Public Offering Price per Share: $1.00 Underwriting Discount per Share: $0.10 Proceeds to Company per Share (before expenses): $0.90 None. Noble Financial Capital Markets ▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Chicago▇▇▇▇▇, Illinois 60605 ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., Ltd., a company organized in Japan undersigned understands that you (the “Company”), understands that Loop Capital Markets LLC "Underwriter") propose to enter into an Underwriting Agreement (the “Representative”"Underwriting Agreement") will act as providing for the representative purchase by the Underwriter of the underwriters in carrying out an offering shares (the “Offering”"Shares") of the Company’s 's common sharesstock, no par value $0.001 per share (the “Securities”"Common Stock"). In recognition of the benefit , and that the Offering will confer upon Underwriter proposes to reoffer the undersigned, and for other good and valuable consideration, Shares to the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market public (the “Lock-Up Period”"Offering"). (1) offer for sale, sell, announce the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offerintention to sell, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of or transfer (or enter into any securities of transaction or device that is designed to, or could be expected to, result in the Company disposition by any person at any time in the future of) any Restricted Securities (collectively, the “Lock-Up Securities”as defined below), whether now owned (2) establish or hereafter acquired by the undersigned increase any "put equivalent position" or with respect to which the undersigned has liquidate or hereafter acquires the power of disposition, or file, or cause to be filed, decrease any registration statement under the Securities Act of 1933, as amended, "call equivalent position" with respect to any Restricted Security (in each case within the meaning of Section 16 of the foregoing Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder), or (ii) otherwise enter into any swap or any other agreement or any derivatives transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence benefits or risks of ownership of the Lock-Up Securitiesany Restricted Security, whether any such swap or transaction described in clause (i1) or (ii2) above is to be settled by delivery of the Lock-Up Restricted Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required make any demand for or exercise any right or cause to be reported in filed a registration statement, including any public report or filing amendments thereto, with respect to the Securities and Exchange Commissionregistration of any securities of the Company, or otherwise and (4) publicly disclose the intention to do any of the foregoing. As used herein, the term "Restricted Security" means any shares of Common Stock, warrant or option to purchase Common Stock, or other security of the Company or any other entity that is convertible into, or exercisable or exchangeable for shares of Common Stock or equity securities of the Company. The undersigned agrees that the foregoing restrictions preclude the undersigned does not otherwise voluntarily effect from engaging in any public filing hedging or report regarding other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such transfers: (i) as a bona fide gift Restricted Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or gifts other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including but not limited to charitable gifts); or (iiwithout limitation any put or call option) with respect to any member of the immediate family of the undersigned Restricted Securities or with respect to a trust or other entity for the direct or indirect benefit ofany security that includes, relates to, or wholly-owned by, the undersigned or the immediate family derives any significant part of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orits value from such Restricted 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, By: Name: Y/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: By: Name: S: ▇. ▇▇▇▇▇ CAPITAL LLC Underwriters to be Purchased Exercised TOTAL Executive Officers and Directors ▇▇. ▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 39th Floor New York, NY 10022 Ladies and Gentlemen: The undersigned understands that ▇. ▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersignedCapital LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Mega Fortune Company Limited, a holder of securities of Metros Development Co., Ltd., a Cayman Islands exempted company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s common ordinary shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.000001 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, HONGLI GROUP INC. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ , division of Benchmark Investments, LLC By: Name: Title: Partner – Head ▇▇ ▇▇▇▇▇▇, division of Corporate Investment Banking Loop Capital Markets Benchmark Investments, 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 Discount per Option Share: $[*__] Proceeds to Company per Firm Share (before expenses): $[__] Proceeds to Company per Option Share (before expenses): $[__] [*] [*] [*__], 2024 Loop Capital Markets LLC 1. ▇▇▇ ▇▇▇ 2. ▇▇▇▇▇▇▇▇ ▇▇▇ 3. Ronglan Sun 4. Yachun (Daisy) Wang 5. Chenlong Yang 6. Qian (Hebe) Xu 7. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC as Representative of the Underwriters ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ Chicago, Illinois 60605 ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersignedundersigned understands that ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Hongli Group Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Cayman Islands corporation (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s common ordinary shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$[ ] per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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. By: Very truly yours, Name: Y▇▇▇H▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: S▇▇▇▇▇▇ Kiront Title: Chief Operating Officer Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Chief Operating Officer [Date] Craft Capital Markets Management 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 43▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Chicago▇▇▇▇, Illinois 60605 ▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by PaxMedica, Inc. Ladies and Gentlemen: The undersigned, a holder stockholder of securities of Metros Development Co.PaxMedica, Ltd.Inc., a company organized in Japan Delaware corporation (the “Company”), understands that Loop Craft Capital Markets Management LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common sharesstock, no par value $0.0001 per share (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months up to 180 days from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market Stock Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that in the cases of (i), (ii), and (iv) through (vi) below, (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, MANHATTAN BRIDGE CAPITAL, INC. By: /s/ Assaf Ran Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Assaf Ran 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: By: /s/ J▇▇▇▇▇▇▇ ▇▇▇▇ Name: SJ▇▇▇▇▇▇▇ ▇▇▇▇ Title: EVP – Head of Investment Banking National Securities Corporation 1,428,572 214,286 Number of Firm Shares: 1,428,572 Number of Additional Shares: 214,286 Public Offering Price per Share: $7.00 Underwriting Discount per Share: $0.49 Proceeds to Company per Share (before expenses): $9,300,003.72 ● Assaf Ran ● V▇▇▇▇▇▇ ▇▇▇ ● M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets LLC ● E▇▇▇ ▇▇▇▇▇▇▇▇▇ ● L▇▇▇▇ ▇▇▇▇▇▇▇▇ July [*] [*] 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 Discount per Option Share: $[*] [*] [*] [*●], 2024 Loop Capital Markets LLC 42018 National Securities Corporation 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Chicago25th Floor New York, Illinois 60605 New York 10281 Ladies and Gentlemen: The undersignedundersigned understands that National Securities Corporation (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Manhattan Bridge Capital, Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan New York corporation (the “Company”), understands that Loop Capital Markets LLC (dated the “Representative”) will act as date hereof, providing for the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s common sharesCommon Shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.001 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-non- compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Placement Agent and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BIOVIE INC. By: /s/ ▇▇▇▇▇ ▇. Do Name: Y▇▇▇▇▇ ▇. Do Title: President & Executive Officer Confirmed as of the date first written above mentioned THINKEQUITY LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director, Head of Equity Syndicate Terms Number of Shares: 2,667,000 shares of Common Stock Offering Share Offering Price: $2.25 Warrants: 5.5 year warrants to purchase up to 2,667,000 shares of Common Stock at an exercise price of $2.12 per share. Proceeds to Company (before expenses): $6,000,750 None. Tcgx Perceptive Soleus Suvretta Octagon Braidwell Deep Track Great Point Longitude Nantahala GordonMD Ally Bridge Blackstone Orbimed Surveyor Adar1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TitleForm of Placement Agent’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE COMMENCEMENT DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC OR A PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO APRIL 23, 2025. VOID AFTER 5:00 P.M., EASTERN TIME, OCTOBER 24, 2029. Warrant Shares: Chief Executive Officer Confirmed as of 133,350 Initial Issuance Date: October 24, 2024 THIS WARRANT TO PURCHASE COMMON STOCK ( “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 April 23, 2025 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date first written above mentionedthat is five (5) years following the Commencement Date (the “Termination Date”) but not thereafter, on behalf of itself to subscribe for and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersignedpurchase from BioVie Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Nevada corporation (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative up to 133,350 shares of the underwriters in carrying out an offering (the “Offering”) of the Company’s common sharesClass A Common Stock, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.0001 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesWarrant Shares”), whether now owned or hereafter acquired by as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933Exercise Price, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, defined in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable giftsSection 2(b); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AgiiPlus Inc. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer 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: Kingswood Capital Partners LLC By: Name: STitle: Kingswood Capital Partners 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 Discount per Option Share: $[__] Proceeds to Company per Firm Share (before expenses): $[__] Proceeds to Company per Option Share (before expenses): $[__] [__] ▇▇▇▇ ▇▇ Jing ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ Yang ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., Ma City Connected Communities Pte. Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUP, INC. By: Name: Y▇Joh▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ Title: President & 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: ALEXANDER CAPITAL, L.P. By: Name: SJon▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Alexander Capital, L.P. ▇▇▇▇▇▇ ▇▇curities, LLC [*] [*] TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*●] Number of Option Shares: [*●] Public Offering Price per Firm Share: Share $[*●] Public Offering Price per Option Share: Share $[*●] Underwriting Discount per Firm Share: Share $[*●] Underwriting Discount per Option Share: $[*●] Proceeds to Company per Firm Share (before expenses): $[*●] Proceeds to Company per Option Share (before expenses): $[*●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE COMMENCEMENT OF SALES OF THE OFFERING TO ANYONE OTHER THAN (I) ALEXANDER CAPITAL, L.P., OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ALEXANDER CAPITAL, L.P., OR OF ANY SUCH UNDERWRITERS OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [*●], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇202[●]. VOID AFTER 5:00 P.M., ▇▇▇▇▇ ▇▇▇▇ ChicagoEASTERN TIME, Illinois 60605 Ladies and Gentlemen: The undersigned[●], a holder of securities of Metros Development Co.202[●].1 FOR THE PURCHASE OF [●] SHARES OF COMMON STOCK OF DIGITAL BRANDS GROUP, Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orINC.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, PROTAGENIC THERAPEUTICS, INC. By: Name: Y/s/ G▇▇▇ ▇. ▇▇▇▇▇ Name: G▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Executive Officer 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: /s/ S▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Supervisory Principal Kingswood Capital Markets, division of Benchmark Investments, Inc. 2,891,500 0 Brookline Capital Markets, a division of Arcadia Securities, LLC 198,000 0 WestPark Capital, Inc. 90,500 477,000 Number of Firm Shares and Accompanying Firm Warrants: 3,180,000 Number of Option Shares and Accompanying Option Warrants: 477,000 Public Offering Price: $4.15 Underwriting Discount per Share and Accompanying Warrant: $0.332 Proceeds to Company per Firm Share (before expenses): $3.818 Proceeds to Company per Option Share (before expenses): $3.818 [None.] 1. G▇▇▇ ▇▇▇▇▇ 2. Alexander Arrow 3. R▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, . A▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”)5. In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orKhalil Barrage

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, MEGAN HOLDINGS LIMITED. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ 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: By: Name: S▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Executive Officer ▇▇▇▇▇▇▇▇ Securities, Inc. ▇. ▇▇▇▇▇ Capital LLC Number of Firm Shares: [●] Number of Additional Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Proceeds to Company per Share (before expenses): $[●] Free Writing Prospectus dated September 23, 2024 ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇ Long Jia ▇▇▇▇▇ ▇▇▇ Yin Sum Star Sprite Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇ Usaha Sedava Sdn Bhd ▇▇▇ ▇▇ Construction Materials Limited Eternity Capital Group Limited Kapiti Latino Sdn Bhd Kheng Builders Sdn Bhd Malama Sdn Bhd SJCC Holdings Sdn Bhd ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*]Sdn Bhd, 2024 Loop Capital Markets LLC 4a Malaysian company Megan Technologies Sdn Bhd, a Malaysian company ▇▇ ▇▇▇▇▇▇▇ Securities, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or▇▇

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, MEDIGUS LTD. By: /s/ Liron Carmel Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Liron Carmel 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: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇/s/ ▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and GentlemenName: The undersigned▇▇▇▇ ▇▇▇▇ Title: Head Investment Banking ThinkEquity, a holder division of securities Fordham Financial Management, Inc. 575,001 2,758,333 Total 1. Number of Metros Development Co., Ltd., a company organized in Japan Firm Shares: 575,001 2. Number of Pre-Funded Warrants: 2,758,333 3. Public Offering Price per ADS: $1.50 4. Public Offering Price per Warrant: $1.499 5. Warrant Exercise Price: $0.001 6. Underwriting Discount per ADS: $0.105 7. Underwriting Discount per Warrant: $0.105 8. Proceeds to Company per ADS (the “Company”), understands that Loop Capital Markets LLC before expenses): $1.395 9. Proceeds to Company per Warrant (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orbefore expenses): $1.394

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BIORESTORATIVE THERAPIES, INC. By: Name: YTitle: AEGIS CAPITAL CORP. By: Name: Title: TOTAL Number of Firm Shares: [•] Number of Firm Warrants: [•] Number of Option Shares: [•] Number of Option Warrants: [•] Public Offering Price per Firm Share (with accompanying Firm Warrant): $[•] Underwriting Discount per Firm Share: $[•] Underwriting Non-accountable expense allowance per Firm Share: $[•] Proceeds to Company per Firm Share (before expenses): $[•] Public Offering Price per Option Share: $[•] Public Offering Price per Option Warrant: $0.01 Underwriting Discount per Option Share: $[•] Underwriting Discount per Option Warrant: $[•] Free writing prospectus filed with the Commission on [·], 2015 M▇▇▇ ▇▇▇▇▇▇▇ E▇▇▇▇▇ ▇. Field F▇▇▇▇▇▇▇▇ ▇▇▇▇▇ M▇▇▇▇ 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: By: Name: S▇. C▇▇▇▇ ▇. J▇▇▇▇▇▇ ▇▇▇▇▇ C▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇. ▇▇▇▇ P▇▇▇ ▇▇▇▇ T▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇(Bermuda) Ltd. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, ▇▇▇▇▇ ▇▇▇▇ ChicagoAGREES THAT IT WILL NOT SELL, Illinois 60605 Ladies and Gentlemen: The undersignedTRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT (A) SELL, a holder of securities of Metros Development Co.TRANSFER, Ltd.ASSIGN, a company organized in Japan PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (the 180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED IN THE UNDERWRITING AGREEMENT) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. (“CompanyAEGIS”) OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED IN THE UNDERWRITING AGREEMENT), understands that Loop Capital Markets LLC OR (the II) A BONA FIDE OFFICER OR PARTNER OF AEGIS OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER (PROVIDED THAT, WITH RESPECT TO (I) AND (II), ALL SECURITIES SO TRANSFERRED REMAIN SUBJECT TO THE LOCK-UP RESTRICTIONS CONTAINED IN FINRA RULE 5110(G)(1) FOR THE REMAINDER OF THE TIME PERIOD SET FORTH THEREIN, IN ACCORDANCE WITH FINRA RULES 5110(G)(1) AND 5110(G)(2)(A)(II)) OR (B) FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE, CAUSE THIS PURCHASE WARRANT OR THE SHARES (DEFINED BELOW) TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SHARES, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(G)(2). CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE UNDERWRITING AGREEMENT ENTERED INTO BETWEEN THE COMPANY (DEFINED BELOW) AND AEGIS, DATED [_____], 2015 (THE “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “SecuritiesUNDERWRITING AGREEMENT”). In recognition of the benefit that the Offering will confer upon the undersignedTHIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., and for other good and valuable considerationEASTERN TIME, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or[___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE 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 the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, By: __________________________ Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: SE▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. Number of Class A Units: $[●] Number of Class B Units: $[●] Number of Option Shares: $[●] Number of Option Warrants: $[●] Public Offering Price per Class A Unit: $[●] Public Offering Price per Class B Unit: $[●] Warrant Exercise Price: $[●] Underwriting Discount per Class A Unit: $[●] Underwriting Discount per Class B Unit: $[●] Underwriting Discount per Option Share: $[●] Underwriting Discount per Option Warrant: $[●] Proceeds to Company per Class A Unit (before expenses): $[●] Proceeds to Company per Class B Unit (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] Proceeds to Company per Option Warrant (before expenses): $0.0093 The Company shall be credited by an amount equal to 50% of the underwriting discount and non-accountable expense allowance at Closing for sale of Shares to investors listed on Schedule A annexed hereto; which shall reduce the aggregate Underwriting Discount and Underwriting non-accountable expense allowance. Free writing prospectus filed with the SEC on October 9, 2018 Free writing prospectus filed with the SEC on [ ], 2018 1. M▇▇▇▇▇ ▇▇▇▇▇ 2. N▇▇▇ ▇▇▇▇▇▇ 3. D▇▇▇▇ ▇▇▇▇▇▇▇ 4. R▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4 5. C▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 6. M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 7. B▇▇▇▇ ▇▇▇▇▇▇▇ 8. C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ 9. A▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orFund

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, CHINA MINERAL ACQUISITION CORPORATION By: ---------------------------------- Name: Y▇Simon Mu Title: Chief Executive Officer and President Accepted on the date first above written. BROADBAND CAPITAL MANAGEMENT LLC By: ------------------------------ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chairman SCHEDULE I CHINA MINERAL ACQUISITION CORPORATION 4,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- Broadband Capital Management LLC ----------- 4,000,000 EXHIBIT A China Mineral Acquisition Corporation Attn.: Simon Mu c/o Fu & Tong, LLC ▇▇▇ 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: By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersignedReference is made to the Final Prospectus of China Mineral Acquisition Corporation ("MINERAL"), a holder of securities of Metros Development Co.dated _________, Ltd., a company organized in Japan 2004 (the “Company”"PROSPECTUS"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that Mineral has established the Trust Fund, understands that Loop Capital Markets LLC (initially in an amount of $20,400,000 for the “Representative”) will act as the representative benefit of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit Public Stockholders and that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months Mineral may disburse monies from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly Trust Fund only (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities the Public Stockholders in the event of the Company (collectively, redemption of their shares or the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power liquidation of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing Mineral or (ii) enter into any swap or any other agreement or any transaction that transfers, to Mineral after it consummates a Business Combination. For and in whole or in part, directly or indirectly, consideration of Mineral agreeing to evaluate the economic consequence undersigned for purposes of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions belowconsummating a Business Combination with it, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided hereby agrees that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned it does not otherwise voluntarily effect have any public filing right, title, interest or report regarding such transfers: claim of any kind in or to any monies in the Trust Fund (ithe "Claim") and hereby waives any Claim it may have in the future as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit result of, or wholly-owned byarising out of, any negotiations, contracts or agreements with Mineral and will not seek recourse against the undersigned or the immediate family Trust Fund for any reason whatsoever. --------------------------------------- Print Name of the undersigned (for purposes Target Business --------------------------------------- Authorized Signature of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orTarget Business EXHIBIT B

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, NANO DIMENSION LTD. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: THINKEQUITY A Division of Fordham Financial Management, Inc. Name: STitle: ThinkEquity, a division of Fordham Financial Management, Inc. [____] [____] Pricing Information Number of Firm Shares: [____] Number of Option Shares: [____] Public Offering Price per ADS: $[____] Underwriting Discount per ADS: $[____] Proceeds to Company per ADS (before expenses): $[____] None. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇-Fried ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Chicago▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, Illinois 60605 Ladies 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 THE EFFECTIVENESS OF THE REGISTRATION STATEMENT 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 DATE OF THE EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF THE EFFECTIVENESS OF THE REGISTRATION STATEMENT]. Warrant Shares: _______ THIS WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and Gentlemen: The undersignedsubject to the limitations on exercise and the conditions hereinafter set forth, a holder at any time on or after ____, 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 the date that is five (5) years following the date of securities the effectiveness of Metros Development Co.the Registration Statement (as defined below) (the “Termination Date”) but not thereafter, Ltd.to subscribe for and purchase from Nano Dimension, a company organized in Japan under the laws of the State of Israel (the “Company”), understands that Loop Capital Markets LLC up to [●] American Depositary Shares (“ADSs”), each ADS representing fifty ordinary shares, par value NIS 0.1 per share (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up PeriodOrdinary Shares”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesWarrant Shares”), whether now owned or hereafter acquired by as subject to adjustment hereunder. The purchase price of one ADS under this Warrant shall be equal to the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933Exercise Price, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, defined in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable giftsSection 2(b); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, CALIBERCOS INC. By: Name: Y/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇ Title: Chief Executive Officer Confirmed and agreed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: CRAFT CAPITAL MANAGEMENT, LLC By: Name: S/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ChicagoHead of investment Banking Craft Capital Management, Illinois 60605 Ladies and GentlemenLLC 2,400,000 TOTAL 2,400,000 Number of Firm Units: The undersigned2,400,000 Public Offering Price per Firm Unit: $ 0.375 Underwriting Discount per Firm Unit: $ 0.03 Proceeds to Company per Firm Unit (before expenses): $ 0.345 None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, a holder of securities of Metros Development Co.AGREES THAT IT WILL NOT SELL, Ltd.TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, a company organized in Japan TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (the “Company”)DEFINED BELOW) TO ANYONE OTHER THAN (I) CRAFT CAPITAL MANAGEMENT, understands that Loop Capital Markets LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (the “Representative”II) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common sharesA BONA FIDE OFFICER OR PARTNER OF CRAFT CAPITAL MANAGEMENT, no par value (the “Securities”)LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. In recognition of the benefit that the Offering will confer upon the undersignedTHIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE COMMENCEMENT OF SALES IN THE OFFERING THE OFFERING]. VOID AFTER 5:00 P.M., and for other good and valuable considerationEASTERN TIME, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orON [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF THE COMMENCEMENT OF SALES IN 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 the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, A▇▇▇▇ BIOSCIENCES, INC. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: AEGIS CAPITAL CORP. By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Aegis Capital Markets LLC [*] [*] TOTAL [*] [*] Corp Number of Firm Shares: [*] Number of Option Additional Shares: [*] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: $[*] Underwriting Discount per Firm Share: $[*] Underwriting Discount Non-accountable expense allowance per Option Share: $Proceeds to Company per Share (before expenses): [*None] [*None] [*Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [*________], 2024 Loop Capital Markets LLC 4▇▇ ▇) of A▇▇▇▇ Biosciences, Inc., which is incorporated by reference.] [_________] Aegis Capital Corp. 8▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ Chicago, Illinois 60605 ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersignedundersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with A▇▇▇▇ Biosciences, Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan New Jersey corporation (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s shares of common sharesstock, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.001 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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[Signature Page Follows] DRAGANFLY INC. By: Name: Y▇▇/s/ C▇▇▇▇▇▇ ▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇▇▇▇▇ 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/ E▇▇▇ ▇▇▇▇ Name: SE▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. 5,000,000 750,000 TOTAL 5,000,000 750,000 Number of Firm Shares: 5,000,000 Number of Option Shares: 750,000 Public 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 C▇▇▇▇▇▇ ▇▇▇▇▇ S▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇▇▇▇▇ O▇▇▇ ▇▇▇▇▇ A▇▇▇▇▇ ▇▇▇▇ Card Jr. J▇▇▇▇▇ ▇▇▇▇▇▇▇▇ J▇▇▇ ▇. ▇▇▇▇▇▇▇ D▇▇▇▇ ▇▇▇▇▇ P▇▇▇ ▇▇▇ J▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ChicagoTHE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, Illinois 60605 Ladies AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELLING FIRM 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 SELLING FIRM. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [________________] [DATE THAT IS THREE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ Initial Exercise Date: _____________________, 2021 THIS WARRANT TO PURCHASE COMMON SHARES (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and Gentlemen: The undersignedsubject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________________, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is [three (3)] years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Draganfly Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan British Columbia corporation (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common sharesup to ______ Common Shares, with no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersignedper share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesWarrant Shares”), whether now owned or hereafter acquired by as subject to adjustment hereunder. The purchase price of one Common Share under this Warrant shall be equal to the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933Exercise Price, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, defined in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable giftsSection 2(b); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISA, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ , PhD 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: AEGIS CAPITAL CORP. By: Name: S/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ TitleName: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Title: Head of Investment Banking Intellicheck mobilisa, ▇▇▇▇▇ ▇▇▇▇ ChicagoInc. – Underwriting Agreement Aegis Capital Corp 2,617,000 392,550 Number of Firm Shares: 2,617,000 Number of Option Shares: 392,550 Public Offering Price per Share: $0.80 Underwriting Discount per Share: $0.056 Underwriting Non-accountable expense allowance per Share: $0.008 Proceeds to Company per Share (before expenses): $0.744 [None.] THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, Illinois 60605 Ladies and Gentlemen: The undersignedAGREES THAT IT WILL NOT SELL, a holder of securities of Metros Development Co.TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, Ltd.TRANSFER, a company organized in Japan ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (the “Company”)DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, understands that Loop Capital Markets LLC OR (the “Representative”II) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common sharesA BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersignedEASTERN TIME, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or[___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT].

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the 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, By: Name: Y▇▇▇C▇▇▇▇▇ ▇▇ C▇▇▇ ▇▇▇▇ 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: By: Name: SK▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Managing Director, Investment Banking Loop Capital Markets LLC American Trust Investment Services, Inc. [*] [*1,800,000] TOTAL [*] [*1,800,000] Number of Firm Shares: [*1,800,000] Number of Option Shares: [*270,000] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: $[*] Underwriting Discount per Firm Share: $[*] Underwriting Discount per Option Share: $[*] Gross Proceeds to Company per Firm Share (before expenses): $[*] Gross Proceeds to Company per Option Share (before expenses): $[*] [*]American Trust Investment Services, 2024 Loop Capital Markets LLC 4Inc. 9▇▇ ▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: K▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersignedThis Lock-Up Agreement (this “Agreement”) is being delivered to American Trust Investment Services, a holder Inc. (the “Underwriter”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between PressLogic Inc., an exempted company incorporated with limited liability under the laws of securities of Metros Development Co., Ltd., a company organized in Japan the Cayman Islands (the “Company”), understands that Loop Capital Markets LLC (and the “Representative”) will act as Underwriter, relating to the representative of the underwriters in carrying out an proposed public offering (the “Offering”) of the Company’s common Class A ordinary shares, no par value US$0.0001 per share (the “SecuritiesClass A Shares”), of the Company. In recognition order to induce the Underwriter to continue its efforts in connection with the Offering, and in light of the benefit benefits that the Offering of the Class A Shares will confer upon the undersignedundersigned in its capacity as a shareholder and/or an officer, director or employee of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative Underwriter that, without during the prior written consent period beginning on and including the date of this Agreement through and including the date that is six (6) months after the date of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market final prospectus (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the RepresentativeUnderwriter, directly or indirectly (i) offer, sell, transfer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any optionoption for the sale of, right or warrant to purchase or otherwise transfer dispose of, directly and indirectly, any Class A Shares or dispose of any securities Class B ordinary shares, par value US$0.0001 per share, of the Company (collectivelytogether with the Class A Shares, the “Ordinary Shares”), beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the undersigned, now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition or any other securities so owned convertible into or exercisable or exchangeable for the Ordinary Shares (including without limitation, Ordinary Shares or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission) (the “Lock-Up up Securities”), or (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 Lock-up Securities, 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 file, or cause to be filed, (iii) engage in any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership short selling of the Lock-Up up Securities. If the undersigned is an officer or director of the Company, whether any such swap or transaction described in clause (i) Underwriter agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Lock-up Securities, the Underwriter will notify the Company of the impending release or waiver, and (ii) above is the Company has agreed in the Underwriting Agreement to be settled announce the impending release or waiver by delivery press release through a major news service at least two business days before the effective date of the Lock-Up Securities release or waiver. Any release or waiver granted by the Underwriter hereunder to any such other securitiesofficer or director shall only be effective two business days after the publication date of such press release; provided, in cash or otherwise. The Representative may in its sole discretion and at any time without notice that such press release some or all is not a condition to the release of the shares subject to aforementioned lock-up agreements prior provisions due to the expiration of the Lock-Up Period. When determining whether or The provisions of this paragraph will also not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which apply if (a) the release or waiver is being requested effected solely to permit a transfer not for consideration or that is to an immediate family member as defined in FINRA Rule 5130(i)(5) and market conditions (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 timetime of such transfer. Notwithstanding The restrictions set forth in the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer immediately preceding paragraph shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersapply to: (i) transactions relating to Ordinary Shares or other securities acquired in the Offering, if any, and in open market transactions after the completion of the Offering, provided that no filing under 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; (ii) any transfers of Ordinary Shares or any security convertible into Ordinary Shares as a bona fide gift or gifts (including but not limited to charitable gifts); orgift; (iiiii) transfers of Lock-up Securities or any security convertible into Lock-up Securities through will or intestacy, or to immediate family members, to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit ofof the undersigned, or wholly-to any entity beneficially owned by, the undersigned or the immediate family of and controlled by the undersigned (or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; for purposes of this lock-up agreementletter, “immediate family” shall mean any relationship by blood, marriage current or former marriage, domestic partnership or adoption, not more remote than first cousin); (iv) transfers of any Lock-up Securities by operation of law, including pursuant to an order of a court or regulatory agency; (v) transfers of Lock-up Securities or any security convertible into Lock-up Securities for bona fide estate planning purposes; (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, distributions of Lock-up Securities or any security convertible into Lock-up Securities to limited partners or stockholders of the undersigned or to an “affiliate” of the undersigned as such term is defined in the Securities Act; (vii) any transfer of Lock-up Securities or any security convertible into Lock-up Securities pursuant to any contractual arrangement that provides for the repurchase of such securities by the Company in connection with the termination of the undersigned’s employment or other service relationship with the Company or any subsidiaries or consolidated affiliated entities of the Company; provided that in the case of any transfer or distribution pursuant to clause (ii) to (vii), (a) each donee, transferee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (b) no filing under the Exchange Act, reporting a reduction in beneficial ownership of Ordinary Shares, shall be required or shall be voluntarily made during the Lock-Up Period; (viii) the exercise of the undersigned’s rights to acquire Ordinary Shares upon the exercise of options that were granted pursuant to an agreement or equity awards granted under the Company’s stock incentive plan(s), however, any such Ordinary Shares acquired during the Lock-Up Period shall be considered Lock-up Securities subject to the terms of this Agreement; (ix) the transfer of Lock-up Securities to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Ordinary Shares (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such Ordinary Shares received upon such exercise, vesting or settlement shall be subject to the terms of this letter, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under the Company’s stock incentive plan(s); or (x) the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-up Securities, provided that (a) such plan does not provide for the transfer of Lock-up Securities during the Lock-Up Period and (b) 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 announcement or filing shall include a statement to the effect that no transfer, sell or otherwise dispose of securities may be made under such plan during the 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, SHINE MEDIA ACQUISITION CORP. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇ Title: Chief Executive Officer Confirmed as of and President Accepted on the date first above written above mentioned, ▇▇▇▇▇▇▇▇ CURHAN FORD & CO. Acting severally on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: I hereto By: Name: S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets ▇▇▇▇▇▇▇▇ Curhan Ford & Co. [__________] ▇▇▇▇▇▇▇▇▇▇ & Co., LLC [*__________] [*Letterhead of prospective vendor or target business.] TOTAL [*] [*] Number Shine Media Acquisition Corp. Rockefeller Center 1230 Avenue 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4the Americas ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder Reference is made to the Prospectus of securities of Metros Development Co., Ltd., a company organized in Japan Shine Media Acquisition Corp. (the “Company”), understands that Loop Capital Markets LLC dated , 2006 (the “RepresentativeProspectus”) will act as ). We acknowledge that we have read the representative of Prospectus and understand that the underwriters in carrying out an offering (Company has established a trust account for the “Offering”) benefit of the Company’s common sharespublic stockholders at JPMorgan Chase Bank, no par value NA, maintained by Continental Stock Transfer & Trust Company acting as trustee (the “SecuritiesTrust Account”). In recognition of the benefit ) and that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months Company may disburse monies from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersTrust Account only: (ia) in the event the Company consummates a “business combination” (as a bona fide gift or gifts (including but not limited such term is used in the Prospectus), to charitable gifts)any public stockholders who exercise their conversion rights, to the Underwriters in respect of their deferred underwriting discount and to the Company in the amount remaining in the Trust Account following such payments to the public stockholders and the Underwriters; or (iib) to any member in the event of the immediate family of Company’s dissolution and liquidation, to the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orpublic stockholders.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, CITIUS PHARMACEUTICALS, INC. By: Name: YTitle: ▇. ▇▇▇▇▇▇▇▇▇▇ & CO., LLC By: Name: Title: Pricing Information Number of Firm Shares: Number of Pre-Funded Warrants: Number of Firm Warrants: Number of Option Shares: Number of Option Warrants: Warrant Exercise Price: $ Public Offering Price per Firm Share: $ Public Offering Price per Pre-Funded Warrant: $ Public Offering Price per Firm Warrant: $0.01 Underwriting Discount per Firm Share: $ Underwriting Discount per Pre-Funded Warrant: $ Underwriting Discount per Firm Warrant: $0.0008 Proceeds to Company per Firm Share (before expenses): $ Proceeds to Company per Pre-Funded Warrant (before expenses): $ Proceeds to Company per Firm Warrant (before expenses): $ None. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Dr. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇▇ & Co., Ltd.LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, a company organized in Japan ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Citius Pharmaceuticals, Inc. (the “Company”), understands that Loop Capital Markets LLC ) – Restriction on Stock Sales Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you pursuant to the Underwriting Agreement (the “RepresentativeAgreement”) will act to be entered into by the Company, as issuer, and ▇.▇. ▇▇▇▇▇▇▇▇▇▇ & Co., LLC, as the representative underwriter (the “Underwriter”) named therein. Upon the terms and subject to the conditions of the underwriters in carrying out an Agreement, the Underwriter intends to effect a public offering of securities of the Company pursuant to a registration statement (the “Registration Statement”) on Form S-1 (the “Offering”) of the Company’s common shares, no par value (the “Securities”). Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Agreement. In recognition of order to induce the benefit that Underwriter to enter into the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedAgreement, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during for a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”)) beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the Agreement, the undersigned will not, without the prior written consent of the RepresentativeUnderwriter, directly or indirectly (i) offersell, offer to sell, contract or agree to sell, hypothecate, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) with respect to, any Common Stock or any other securities of the Company (collectivelythat are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the “Lock-Up Securities”)foregoing, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of Common Stock or any other securities of the Lock-Up SecuritiesCompany that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such swap transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction described specified in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DatChat, Inc. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: Y▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer ▇▇ ▇▇▇▇▇▇ LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Supervisory Principal ▇▇ ▇▇▇▇▇▇ LLC 377,972 590,000 145,945 WestPark Capital, Inc. 5,000 0 0 TOTAL 382,972 590,000 145,945 Number of Firm Shares: 382,972 Number of Firm Pre-Funded Warrants: 590,000 Number of Option Shares and/or Option Pre-Funded Warrants: 145,945 Public Offering Price per Share: $1.85 Public Offering Price per Pre-Funded Warrant: $1.8499 Underwriting Discount per Share: $0.148 Underwriting Discount per Pre-Funded Warrant: $0.148 Underwriting non-accountable expense allowance per Share: $0.0185 Underwriting non-accountable expense allowance per Pre-Funded Warrant: $0.0185 Proceeds to Company per Share (before expenses): $1.6835 Proceeds to Company per Pre-Funded Warrant (before expenses): $1.6834 None. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, ▇▇▇▇▇ ▇▇▇▇ Chicagofor value received, Illinois 60605 Ladies _____________ or its assigns (the “Holder”) is entitled, upon the terms and Gentlemen: The undersignedsubject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from DatChat, Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Nevada corporation (the “Company”), understands that Loop Capital Markets LLC up to ______ shares of Common Stock (as subject to adjustment hereunder, the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “SecuritiesWarrant Shares”). In recognition The purchase price of one share of Common Stock under this Warrant shall be equal to the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933Exercise Price, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, defined in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable giftsSection 2(b); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AASTROM BIOSCIENCES, INC. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: STitle: Aegis Capital Corp. Number of Firm Shares: Number of Firm Warrants: [·] Number of Additional Shares: [·] Number of Additional Warrants: [·] Warrant exercise price: $ [·] Public Offering Price per Share: $ [·] Underwriting Discount per Share: $[·] Underwriting Non-accountable expense allowance per Share: $ [·] Proceeds to Company per Share (before expenses): $ [·] Public Offering Price per Warrant: $ [·] Underwriting Discount per Warrant: $ [·] Proceeds to the Company per Warrant (before expenses): $ [·] Free Writing Prospectus, dated as of August 7, 2013 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Chicago▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Aegis Capital Corp. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Illinois 60605 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersignedundersigned understands that Aegis Capital Corp. (the “Representative” or “Aegis”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Aastrom Biosciences, Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Michigan corporation (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s shares of common sharesstock, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersignedper share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the 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. By: Name: YVery truly yours, 5▇▇▇ ▇▇▇▇▇▇ GENERAL ACQUISITION CORP. By:__________________________________ Name: Title: Accepted on the date first above written. M▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. 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: By: Name: SM▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Inc. Ladenburg T▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ & Co. Inc.E I-Bankers Securities, Inc. R▇▇▇▇▇ & R▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ChicagoLLC Maxim Group LLC 1. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation. The Company is duly qualified and licensed and, Illinois 60605 Ladies based solely on a good standing certificate, in good standing, as a foreign corporation in the State of New York. 2. All issued and Gentlemen: The undersigned, a holder of securities of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any outstanding securities of the Company (collectivelyincluding, without limitation, the “LockPlacement Warrants) have been duly authorized and validly issued and are fully paid and non-Up Securities”), whether now owned assessable; the holders thereof are not subject to personal liability by reason of being such holders; 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 hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act Certificate of 1933, as amended, with respect to any Incorporation or Bylaws of the foregoing Company. The offers and sales of the outstanding Common Stock were at all relevant times either registered under the Act or (ii) enter into exempt from such registration requirements. The authorized and, to such counsel’s knowledge, outstanding capital stock of the Company is as set forth in the Prospectus. 3. The Securities have been duly authorized and, when issued and paid for, will be validly issued, 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 Securities are not and will not be subject to the preemptive rights of any swap holders of any security of the Company arising by operation of law or any other agreement under the Certificate of Incorporation or any transaction that transfers, in whole or in part, directly or indirectlyBylaws of the Company. When issued, the economic consequence of ownership Warrants will constitute valid and binding obligations of the Lock-Up SecuritiesCompany to issue and sell, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion upon exercise thereof and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the releasepayment therefor, the number and type of shares securities of the Company called for which thereby and such Warrants are enforceable against the release is being requested Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and market conditions at the time. Notwithstanding the foregoingstate securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the conditions belowequitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities are in due and proper form. 4. The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the undersigned may transfer the Lock-Up Securities without the prior written consent number and type of securities of the Representative as followsCompany called for thereby, provided that (1) and such Placement Warrants are enforceable against the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each doneeCompany in accordance with their respective terms, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: except: (i) as a bona fide gift such enforceability may be limited by bankruptcy, insolvency, reorganization or gifts (including but not limited to charitable gifts)similar laws affecting creditors’ rights generally; or (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to any member the equitable defenses and to the discretion of the immediate family court before which any proceeding therefor may be brought. A sufficient number of shares of Common Stock have been reserved for issuance upon exercise of the undersigned Placement Warrants. The shares of Common Stock underlying the Placement Warrants will, upon exercise of the Warrants and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable. 5. This Agreement, the Warrant Agreement, the Trust Agreement, the Escrow Agreement and the Subscription Agreement have each been duly and validly authorized and, constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 6. The execution, delivery and performance of this Agreement, the Warrant Agreement, the Escrow Agreement, the Trust Agreement and the Subscription Agreement and compliance by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Securities, do not and will not, with or without the giving of notice or the lapse of time, or both, (a) to such counsel’s knowledge, conflict with, or result in a trust breach of, any of the terms or other entity for the direct or indirect benefit provisions of, or wholly-owned byconstitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company, or (c) to such counsel’s knowledge, violate any United States statute or any judgment, order or decree, rule or regulation applicable to the Company of any court, United States Federal, state or other regulatory authority or other governmental body having jurisdiction over the Company, its properties or assets. 7. The Registration Statement, the undersigned Sale Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates appeared on their face to comply as to form in all material respects with the requirements of the Act and Regulations. The Securities and all other securities issued or issuable by the Company conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. The descriptions in the Registration Statement, the Sale Preliminary Prospectus and in the Prospectus, insofar as such statements constitute a summary of statutes, legal matters, contracts, documents or proceedings referred to therein, fairly present in all material respects the information required to be shown with respect to such statutes, legal matters, contracts, documents and proceedings, and such counsel does not know of any statutes or legal or governmental proceedings required to be described in the Sale Preliminary Prospectus and the Prospectus that are not described in the Registration Statement, the Sale Preliminary Prospectus or the immediate family Prospectus or included as exhibits to the Registration Statement that are not described or included as required. 8. Based solely on a notice of effectiveness received from the SEC or a telephone conversation with SEC staff, the Registration Statement is effective under the Act. To such counsel’s knowledge, no stop order suspending the effectiveness of the undersigned (Registration Statement has been issued and no proceedings for purposes that purpose have been instituted or are pending or threatened under the Act or applicable state securities laws. 9. The Company is not and, after giving effect to the offering and sale of this lock-up agreementthe Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “immediate familyinvestment company” shall mean as defined in the Investment Company Act of 1940, as amended. 10. To such counsel’s knowledge, there is no action, suit or proceeding before or by any relationship by bloodcourt of governmental agency or body, marriage domestic or adoptionforeign, not more remote than first cousin); ornow pending, or threatened against the Company that is required to be described in the Registration Statement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, 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: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: AEGIS CAPITAL CORP. Name: STitle: Aegis Capital Corp. [•] [•] [•] [•] TOTAL [•] [•] [•] [•] Number of Firm Shares: [•] Number of Firm Warrants: [•] Number of Option Shares: [•] Number of Option Warrants: [•] Offering Price per Share: $[•] Offering Price per Warrant: $[•] Underwriting Discount per Share: $0.45 Underwriting Discount per Warrant: [•] Proceeds to Company per Share (before expenses): $[•] Proceeds to Company per Warrant (before expenses): $[•] Underwriting Non-accountable expense allowance per Share: $[•] Underwriting Non-accountable expense allowance per Warrant: $ [•] [_] ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Dr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Aella Ltd. Epizon Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, HEAT BIOLOGICS, INC. By: Name: Y▇▇J▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer Chairman, CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A.G.P./ALLIANCE GLOBAL PARTNERS By: ________________________________ Name: S▇D▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets [SIGNATURE PAGE] HEAT BIOLOGICS, INC. – UNDERWRITING AGREEMENT A.G.P./Alliance Global Partners CIM Securities, LLC [*] [*] TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Pre-Funded Warrants: Number of Firm Warrants: Number of Option Shares: [*] Number of Option Warrants: Public Offering Price per Firm Share: $[*] $ Public Offering Price per Option SharePre-Funded Warrant: $[*] $ Public Offering Price per Firm Warrant: $ Firm Warrant Exercise Price: $ Underwriting Discount per Firm Share: $[*] $ Underwriting Discount per Option SharePre-Funded Warrant: $[*] [*] [*] [*]$ Underwriting Discount per Firm Warrant: $ Proceeds to Company per Firm Share (before expenses): $ Proceeds to Company per Pre-Funded Warrant (before expenses): $ Proceeds to Company per Firm Warrant (before expenses): $ Issuer General Use Free Writing Prospectus filed with the Commission on April 20, 2024 Loop Capital Markets LLC 42018. J▇▇ ▇▇▇▇▇ ▇▇▇▇ J▇▇▇ ▇▇▇▇▇▇▇▇, Ph.D. A▇▇ ▇▇▇▇▇, M.B.A. J▇▇▇ ▇▇▇▇▇▇▇, Ph.D. E▇▇▇▇▇ ▇. ▇▇▇▇▇, III J▇▇▇ K.▇. ▇▇▇▇▇▇▇▇▇▇▇, Ph.D. Aristar Capital (f/k/a Brightline Ventures III, LLC) Orion Holdings V, LLC Seed-One Holdings VI, LLC [·], 2018 Alliance Global Partners 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ Chicago, Illinois 60605 ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersignedundersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Delaware corporation (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of by the Company’s common shares, no par value several Underwriters named in Schedule A to the Underwriting Agreement (the “SecuritiesUnderwriters”). In recognition ) of the benefit that the Offering will confer upon the undersignedshares of common stock, and for other good and valuable considerationpar value $0.0002 per share, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion Capitalized terms used herein and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of defined shall have the immediate family of meanings set forth in the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orUnderwriting 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, SNOW LAKE RESOURCES LTD. By: Name: Y▇▇/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: By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇/s/ ▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and GentlemenName: The undersigned, a holder ▇▇▇▇ ▇▇▇▇ Title: Head of securities Investment Banking Underwriter Total Number of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause Firm Shares to be filed, any registration statement under the Securities Act Purchased Number of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is Additional Shares to be settled by delivery Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity LLC 3,200,000 480,000 TOTAL 3,200,000 480,000 Number of the LockFirm Shares: 3,200,000 Number of Option Shares: 480,000 Public Offering Price per Share: $7.50 Underwriting Discount per Share: $0.5625 Underwriting Non-Up Securities or such other securitiesaccountable expense allowance per Share: $0.075 Proceeds to Company per Share (before expenses): $6.8625 Free Writing Prospectus filed on November 12, in cash or otherwise2021 None. 1. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period2105 Victoria Corp. 2. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time2789502 Ontario Inc 3. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or698734 Ontario 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 Underwriter, the Company and the CompanySelling Shareholder, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. By: Name: Y▇▇▇Title: By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Title: J▇▇▇▇▇ ▇▇▇▇▇▇▇ TitleCapital, LLC 1,560,000 234,000 TOTAL 1,560,000 234,000 Number of IPO Shares: Chief Executive Officer Confirmed as 1,560,000 Number of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 heretoSelling Shareholder Shares: By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets LLC [*] [*] TOTAL [*] [*] 221,108 Number of Firm Shares: [*] 1,781,108 Number of Option Shares: [*] 234,000 Public Offering Price per Firm Share: $[*●] Public Offering Price per Option Share: $[*●] Underwriting Discount per Firm Share: $[*] 7% Underwriting Discount per Option Share: $7% [*●] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ None Exhibit B J▇▇▇▇▇ ▇▇▇▇▇ Capital, LLC 2▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ New York 10006 Ladies and Gentlemen: 1) The undersigned, a holder (“Stockholder”) of more than 5% of the Company’s (as defined below) outstanding ordinary shares (as of the effective date of the registration statement on Form F-1, as amended from time to time), director or officer of mF International Limited, a British Virgin Islands company limited by shares (the “Company”), understands that J▇▇▇▇▇ ▇▇▇▇▇▇ Capital, ▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “RepresentativeUnderwriter”) will act as the representative of the underwriters in carrying an underwriter to carry out an initial public offering (the “Offering”) of the Company’s common ordinary shares, no par value (the “SecuritiesOrdinary Shares”), pursuant to that certain Underwriting Agreement, dated [●], 2024, by and among the Underwriter, the Company and Gaderway Investments limited (the “Underwriting Agreement”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative Underwriter that, without the prior written consent of the RepresentativeUnderwriter, during a period of twelve (12) 6 months from the date on which the trading closing of the Securities commences on the NYSE American or on The Nasdaq Capital Market this Offering (the “Lock-Up Period”), that the undersigned will not, without the prior written consent of the RepresentativeUnderwriter, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of any securities capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (including the issuance of Ordinary Shares upon the exercise of options) (collectively, the “Lock-Up Securities”), ; or (ii) file or caused to be filed any registration statement with the SEC relating to the offering of 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. whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (iiiii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may otherwise or (iv) enter into any swap or other agreement, arrangement, hedge or transaction that transfers to another, in its sole discretion and at whole or in part, directly or indirectly, any time without notice release some or all of the shares subject to lockeconomic consequences of ownership of our Ordinary Shares or other capital stock or any securities convertible into or exercisable or exchangeable for our Ordinary Shares or other capital stock; or (v) conduct any offerings conducted through other broker-up agreements prior to the expiration of the Lock-Up Period. When determining whether dealers or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the timeCompany’s own volition or (vi) re-price or change the terms of existing options and warrants. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative Underwriter as follows, provided that (1) the Representative Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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, DIGITAL BRANDS GROUP, INC. By: Name: Y▇▇▇▇/s/ Hil D▇▇▇▇ ▇▇▇Name: Hil D▇▇▇▇ 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: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: /s/ S▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Supervisory Principal Underwriter Total Number of Firm Shares and Accompanying Firm Warrants to be Purchased Number of Additional Option Shares and Accompanying Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital Markets, division of Benchmark Investments, Inc. 2,404,639 361,445 Westpark Capital LLC 5,000 0 TOTAL 2,409,639 361,445 Number of Firm Shares: 2,409,639 Number of Firm Warrants: 2,409,639 Number of Option Shares: 361,445 Number of Option Warrants: 361,445 Public Offering Price per Firm Share and Firm Warrant: $4.15 Public Offering Price per Option Share and Option Warrant: $4.15 Underwriting Discount per Firm Share and Firm Warrant: $0.33 Underwriting Discount per Option Share and Option Warrant: $0.33 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $3.82 Proceeds to Company per Option Share and Option Warrant (before expenses): $3.82 FWP filed with the Commission on April 28, 2021 1. J▇▇▇ “Hil” D▇▇▇▇ 2. L▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇ 3. R▇▇▇ ▇▇▇▇▇▇ 4. M▇▇▇ ▇▇▇▇ 5. T▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 6. J▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Chicago7. M▇▇▇▇ ▇▇▇▇▇▇▇ 8. D▇▇▇ ▇▇▇▇▇ THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, Illinois 60605 Ladies and Gentlemen: The undersignedAGREES THAT IT WILL NOT SELL, a holder of securities of Metros Development Co.TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, Ltd.TRANSFER, a company organized in Japan ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (the “Company”)DEFINED BELOW) TO ANYONE OTHER THAN (I) KINGSWOOD CAPITAL MARKETS, understands that Loop Capital Markets LLC DIVISION OF BENCHMARK INVESTMENTS, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (the “Representative”II) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common sharesA BONA FIDE OFFICER OR PARTNER OF KINGSWOOD CAPITAL MARKETS, no par value (the “Securities”)DIVISION OF BENCHMARK INVESTMENTS, INC. In recognition of the benefit that the Offering will confer upon the undersignedOR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO NOVEMBER 13, and for other good and valuable consideration2021. VOID AFTER 5:00 P.M., the receipt and sufficiency of which are hereby acknowledgedEASTERN TIME, the undersigned agrees with the Representative thatMAY 13, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or2026.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, By: Name: Y▇▇▇/s/ ▇▇▇▇▇ ▇▇. Kersten Name: ▇▇▇▇▇ ▇. Kersten Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: /s/ ▇▇▇▇ ▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇ Title: Head of Investment Banking Underwriter Total Number ofFirm Shares to be Purchased ThinkEquity LLC 2,490,000 Number of Firm Shares: 2,490,000 Public Offering Price per Share: $2.00 Underwriting Discount per Share: $0.14 Proceeds to Company per Share (before expenses): $1.86 _______________________________ _______________________________ _______________________________ ▇▇▇▇▇ ▇. Kersten, Esq. Director, Chief Executive Officer and Treasurer ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Senior Vice President of Operations and Corporate Secretary ▇▇▇▇ ▇▇▇▇▇, Ph.D. Chief Scientific Officer ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Ph.D. Senior Vice President of Research, Cellular Immunology ▇▇▇▇ ▇▇▇▇▇▇▇▇ Senior Vice President of Regulatory Affairs ▇▇▇▇▇ ▇. ▇▇▇▇▇, Ph.D. Director ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets Director ▇▇▇▇▇▇ ▇▇▇▇▇▇ Director ▇▇▇▇ ▇▇▇▇▇▇▇▇, Ph.D. Director _______________________________ ThinkEquity 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Chicago41st Fl New York, Illinois 60605 NY 10004 Ladies and Gentlemen: The undersignedundersigned understands that ThinkEquity LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with CEL-SCI Corporation, a holder of securities of Metros Development Co., Ltd., a company organized in Japan Colorado corporation (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an public offering (the “Public Offering”) of the Company’s shares of common sharesstock, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned$0.01 per share, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesShares”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, INTELLICHECK MOBILISA, INC. By: Name: Y▇▇▇/s/ N▇▇▇▇▇ ▇▇▇▇▇▇, PhD Name: N▇▇▇▇▇ ▇▇▇▇▇▇, PhD 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: AEGIS CAPITAL CORP. By: Name: S▇/s/ D▇▇▇▇ ▇▇▇▇▇▇▇ TitleName: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇D▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Title: Head of Investment Banking Aegis Capital Corp 7,780,000 1,167,000 Number of Firm Shares: 7,780,000 Number of Option Shares: 1,167,000 Public Offering Price per Share: $0.45 Underwriting Discount per Share: $0.0315 Underwriting Non-accountable expense allowance per Share: $0.0045 Proceeds to Company per Share (before expenses): $0.4185 [None.] THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, ▇▇▇▇▇ ▇▇▇▇ ChicagoAGREES THAT IT WILL NOT SELL, Illinois 60605 Ladies and Gentlemen: The undersignedTRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, a holder of securities of Metros Development Co.TRANSFER, Ltd.ASSIGN, a company organized in Japan PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (the “Company”)DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, understands that Loop Capital Markets LLC OR (the “Representative”II) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common sharesA BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersignedEASTERN TIME, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or[___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT].

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, CITIUS PHARMACEUTICALS, INC. By: Name: YTitle: Confirmed as of the date first written above: ▇.▇. ▇▇▇▇▇▇▇▇▇▇ & CO., LLC By: Name: Title: SCHEDULE 1-A Pricing Information Number of Firm Shares: [●] Number of Pre-Funded Warrants: [●] Number of Firm Warrants: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Warrant Exercise Price: $[●] Public Offering Price per Firm Share: $[●] Public Offering Price per Pre-Funded Warrant: $[●] Public Offering Price per Firm Warrant: $0.01 Underwriting Discount per Firm Share: $[●] Underwriting Discount per Pre-Funded Warrant: $[●] Underwriting Discount per Firm Warrant: $0.0007 Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Pre-Funded Warrant (before expenses): $[●] Proceeds to Company per Firm Warrant (before expenses): $[●] None. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Dr. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇▇ & Co., Ltd.LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, a company organized in Japan ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Citius Pharmaceuticals, Inc. (the “Company”), understands that Loop Capital Markets LLC ) – Restriction on Stock Sales Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you pursuant to the Underwriting Agreement (the “RepresentativeAgreement”) will act to be entered into by the Company, as issuer, and ▇.▇. ▇▇▇▇▇▇▇▇▇▇ & Co., LLC, as the representative underwriter (the “Underwriter”) named therein. Upon the terms and subject to the conditions of the underwriters in carrying out an Agreement, the Underwriter intends to effect a public offering of securities of the Company pursuant to a registration statement (the “Registration Statement”) on Form S-1 (the “Offering”) of the Company’s common shares, no par value (the “Securities”). Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Agreement. In recognition of order to induce the benefit that Underwriter to enter into the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedAgreement, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during for a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”)) beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the Agreement, the undersigned will not, without the prior written consent of the RepresentativeUnderwriter, directly or indirectly (i) offersell, offer to sell, contract or agree to sell, hypothecate, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) with respect to, any Common Stock or any other securities of the Company (collectivelythat are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the “Lock-Up Securities”)foregoing, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of Common Stock or any other securities of the Lock-Up SecuritiesCompany that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such swap transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction described specified in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-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. WF HOLDING LIMITED By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Executive Vice President, Global Head of Corporate Investment Banking Loop Capital Markets Dominari Securities LLC [*] [*] Revere Securities LLC TOTAL [*] [*] 2,000,000 Number of Firm Shares: [*] 2,000,000 Number of Option Shares: [*] 300,000 Public Offering Price per Firm Share: $[*[ ] Public Offering Price per Option Share: $[*[ ] Underwriting Discount per Firm Share: $[*[ ] Underwriting Discount per Option Share: $[*[ ] [*] [*] [*]Accountable Expense Allowance (Total): $250,000 Non-accountable Expense Allowance per Option Share: N/A Free Writing Prospectus Filed January 24, 2024 Loop 2025, Film No. 333-282294. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ (1) (2) 17,203,320 Six (6) months (Charis) Phei Yen Ho 0 Six (6) months Wah ▇▇▇▇ ▇▇▇ 0 Six (6) months ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ 0 Six (6) months ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ 0 Six (6) months ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ 0 Six (6) months ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ (1) 15,853,320 Six (6) months LYC Capital Markets LLC 4Private Limited (3) 1,350,000 Six (6) months (1) Represents ordinary shares held by Lew Capital Private Limited. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ are the Directors of Lew Capital Private Limited and have voting and investment power over the shares held by it. Each of ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ disclaims beneficial ownership of the shares held by Lew Capital Private Limited except to the extent of his pecuniary interest, if any, in such shares. Messrs. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ are brothers, but they do not reside in the same residence. (2) Includes 15,853,320 ordinary shares held by Lew Capital Private Limited and 1,350,000 ordinary shares held by LYC Capital Private Limited, of which ▇▇▇ ▇▇▇▇▇ ▇▇▇, the mother of ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies is the sole member and Gentlemen: The undersigned, a holder of securities of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); ordirector.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ANNOVIS BIO, INC. By: Name: Y▇▇▇▇/s/ M▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: M▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 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: THINKEQUITY LLC By: Name: S▇/s/K▇▇▇▇ ▇▇▇▇▇▇▇ TitleName: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇K▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director, Head of Equity Syndicate ThinkEquity LLC 5,250,000 TOTAL 5,250,000 Number of Units: 5,250,000 Public Offering Price per Unit: $4.00 Underwriting Discount per Unit: $0.24 Proceeds to Company per Unit (before expenses): $3.76 None. None. · M▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, Founder, President, CEO and Director · W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Interim CFO · M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman of the Board · C▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Director · R▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director · M▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ChicagoDirector Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON SHARES (the “Warrant”) certifies that, Illinois 60605 Ladies for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and Gentlemen: The undersignedsubject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 4, 2025 (the “Initial Exercise Date”) and prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Annovis Bio, Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Delaware corporation (the “Company”), understands that Loop Capital Markets LLC up to ______ Common Shares (the “Representative”as defined below) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up SecuritiesWarrant Shares”), whether now owned or hereafter acquired by as subject to adjustment hereunder. The purchase price of one Common Share under this Warrant shall be equal to the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933Exercise Price, as amended, with respect to any defined in Section 2(b). The Warrant shall initially be issued and maintained in the form of a security held in book entry form at the offices of the foregoing or Warrant Agent (ii) enter into any swap or any other agreement or any transaction that transfersas defined below), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement (as defined below), in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer this sentence shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orapply.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, EYEGATE PHARMACEUTICALS, INC. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: AEGIS CAPITAL CORP. By: Name: Title: Aegis Capital Corp. [●] [●] [●] Chardan Capital Markets, LLC [●] [●] [●] TOTAL [●] [●] [●] Number of Firm Shares: [●] Number of Firm Warrants: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Warrant Exercise Price: [●] Public Offering Price per Firm Share and Firm Warrant: $[●] Underwriting Discount per Firm Share and Firm Warrant: $[●] Proceeds to Company per Firm Share and Firm Warrant: [●] Public Offering Price per Option Share: $[●] Public Offering Price per Option Warrant: $[●] Underwriting Discount per Option Share: $[●] Underwriting Discount per Option Warrant: $[●] Issuer Free Writing Prospectus, dated July 15, 2015, relating to Preliminary Prospectus, dated July 15, 2015. [None.] S▇▇▇▇▇▇ From M▇▇▇▇▇▇ ▇▇▇▇▇ P▇▇▇ ▇▇▇▇▇▇ M▇▇▇▇▇ ▇▇▇▇▇▇▇▇ P▇▇▇▇▇▇ ▇▇▇▇ T▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ B▇▇▇▇▇▇ ▇▇▇▇▇▇▇-Camine M▇▇▇▇▇ ▇▇▇▇▇▇ Warrants to purchase an aggregate of 68,001 shares of the Company’s Common Stock issued to Aegis Capital Corp. and Chardan Capital Markets, LLC, and their associated person, on February 19, 2015. Aegis Capital Corp. As Representative of the Several Underwriters 8▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 ▇▇▇▇▇ Ladies and Gentlemen: The undersignedThis Lock-Up Agreement (this “Agreement”) is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Eyegate Pharmaceuticals Inc., a holder of securities of Metros Development Co., Ltd., a company organized in Japan Delaware corporation (the “Company”), understands that Loop and Aegis Capital Markets LLC Corp. (the “you” or “Representative”) will act ), as the representative of the several underwriters in carrying out an (collectively, the “Underwriters”), to be named therein, and the other parties thereto (if any), relating to the proposed follow-on public offering (the “Offering”) of the Company’s shares of common sharesstock, no par value $0.01 per share (the “SecuritiesCommon Stock”), of the Company. In recognition order to induce you and the other Underwriters to enter into the Underwriting Agreement, and in light of the benefit benefits that the Offering of the Common Stock will confer upon the undersignedundersigned in its capacity as an officer and/or a director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative each Underwriter that, without during the prior written consent period beginning on and including the date of this Agreement through and including the date that is the 90th day after the date of the Representative, during a period of twelve (12) months from final prospectus relating to the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market Offering (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly indirectly, (i) offer, sell, assign, transfer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer dispose of, or announce the intention to otherwise dispose of, any shares of any securities 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 [with the exception of shares of Common Stock beneficially owned by the undersigned representing up to 1% of the Company total number of shares of Common Stock outstanding which the undersigned shall be permitted to sell during the Lock-Up Period notwithstanding anything to the contrary set forth in this Agreement]1 (collectivelyincluding, 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 “Lock-Up SecuritiesBeneficially 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 file, or cause to be filed, (iii) engage in any registration statement under the Securities Act of 1933, as amended, with respect to any short selling of the foregoing or Common Stock. If (iii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, during the economic consequence of ownership last 17 days of the Lock-Up SecuritiesPeriod, whether any such swap the Company issues an earnings release or transaction described in clause (i) material news or a material event relating to the Company occurs, or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative Company announces that it will consider, among other factors, release earnings results or becomes aware that material news or a material event will occur during the security holder’s reasons for requesting 16-day period beginning on the release, the number last day of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without Period, the prior written consent restrictions imposed by this Agreement shall continue to apply until the expiration of the Representative 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as followsapplicable, provided that (1) unless the Representative receives a signed lock-up agreement for the balance 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 each doneepublishing or distributing any research report, trustee with respect to the securities of an Emerging Growth Company prior to or transfereeafter the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its stockholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its stockholders after the initial public offering date. 1 To be included in the Lock-Up Agreement signed by T▇▇▇▇▇ ▇▇▇▇▇▇▇. 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 stockholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, (2) if, in any such case, such transfer shall is not involve a disposition for value, ; (3) such transfers are not required to be reported 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 public report such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or filing with (b) to another corporation, partnership, limited liability company or other business entity so long as the Securities transferee is an affiliate (as defined below) of the undersigned and Exchange Commission, or otherwise and such transfer is not for value; (4) the exercise by the undersigned does not otherwise voluntarily effect of any public filing or report regarding 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 transfers:exercise shall remain subject to the restrictions provided for in this Agreement; (i5) as a bona fide gift or gifts (the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including but not limited 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 charitable gifts); orthe restrictions provided for in this Agreement; (ii6) to the occurrence after the date hereof of any member 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 immediate family Company, by contract or otherwise) of 100% of the undersigned voting securities of the Company, (b) the Company merges into or to a trust or consolidates with any other entity for the direct or indirect benefit ofentity, or wholly-owned byany 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 undersigned or the immediate family Common Stock received upon any of the undersigned events set forth in clauses (a) through (c) above shall remain subject to the restrictions provided for purposes of in this lock-up agreementAgreement; and (7) transfers consented to, “immediate family” shall mean any relationship in writing by blood, marriage or adoption, not more remote than first cousin); orRepresentative;

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Guardforce AI Co., Limited By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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: By: ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC Name: STitle: ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC [●] [●] TOTAL [●] [●] Number of Firm Shares: [__] Number of Firm Warrants: [__] Number of Option Shares: [__] Number of Option Warrants: [ ] Public Offering Price per Firm Share and Firm Warrant: $[__] Public Offering Price per Option Share and Option Warrant: $[__] Underwriting Discount per Firm Share and Firm Warrant: $[__] Underwriting Discount per Option Share and Option Warrant: $[__] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $[__] Proceeds to Company per Option Share and Option Warrant (before expenses): $[__] ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇ Tu ▇▇▇ ▇▇▇▇ Kee ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets 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 Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ Guardforce AI Technology Limited Guardforce AI Service Ltd Profit Raider Investments Limited Intelligent High Tech Holding Co., ▇▇▇Limited JW Investment Management Limited 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 BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING TO ANYONE OTHER THAN (I) ▇▇ ▇▇▇▇▇▇, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ▇▇ Chicago▇▇▇▇▇▇, Illinois 60605 Ladies and Gentlemen: The undersignedDIVISION OF BENCHMARK INVESTMENTS, a holder of securities of Metros Development Co.LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●] [DATE THAT IS SIX MONTHS FROM THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING]. VOID AFTER 5:00 P.M., Ltd.EASTERN TIME, a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American or on The Nasdaq Capital Market (the “Lock[●] [DATE THAT IS FOUR AND A HALF-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orYEARS FROM THE COMMENCEMENT DATE].

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly 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, CGL LOGISTICS HOLDINGS LIMITED By: Name: Y▇▇▇▇B▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer Officer, Chairman of the Board and Executive 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: By: Name: SM▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Managing Director, Investment Banking Loop Capital Markets Z2 Capital, LLC [*] [*] TOTAL [*] [*] Revere Securities LLC Number of Firm Shares: [*] Number of Option Shares: [*] Initial Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: $[*] Underwriting Discount per Firm Share: $[*] Underwriting Discount Non-accountable expense allowance per Option Share: $[*] [*] [*] [*]Proceeds to Company per Share (before expenses): None. - B▇▇▇▇ ▇▇▇ - J▇▇▇ ▇▇▇▇▇ - Y▇▇ ▇▇▇▇▇ W▇▇▇▇▇ ▇▇▇▇ - C▇▇▇▇▇▇ ▇▇▇▇ - M▇▇▇▇▇▇ ▇▇▇▇ K▇▇▇▇ ▇▇▇▇ - F▇▇▇ Star Z2 Capital, 2024 Loop Capital Markets LLC 4LLC, a division of Alexander Capital, L.P. as Representative 1▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Blvd, ▇▇▇▇▇ ▇▇▇▇ ChicagoSuite 202 Red Bank, Illinois 60605 New Jersey 07701 Ladies and Gentlemen: The undersignedundersigned understands that you, a holder as representative (the “Representative”) of securities of Metros Development Co.the several Underwriters (as defined below), Ltd.propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with CGL Logistics Holdings Limited, a an exempted company organized incorporated in Japan the Cayman Islands with limited liability (the “Company”), understands that Loop Capital Markets LLC (providing for the “Representative”) will act as the representative of the underwriters in carrying out an initial public offering (the “Initial Public Offering”) by the several underwriters named in Schedule 1 of the Company’s common Underwriting Agreement of ordinary shares, no par value $0.0001 per share, of the Company (the “SecuritiesShares”). In recognition of Capitalized terms used herein and not otherwise defined shall have the benefit that meanings set forth in the Offering will confer upon Underwriting Agreement. To induce the undersigned, and for other good and valuable consideration, Representative to continue its efforts in connection with the receipt and sufficiency of which are hereby acknowledgedInitial Public Offering, the undersigned hereby agrees with the Representative that, without the prior written consent of the Representative, the undersigned will not, during a the period of twelve commencing on the date hereof and ending six (126) months from after the date on which the trading of the Securities commences on final prospectus (the NYSE American or on The Nasdaq Capital Market “Prospectus”) relating to the Initial Public Offering (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (i1) offer, pledge, sell, contract to sell, sell any option or contract to purchasegrant, purchase any option or contract to selllend, grant any option, right or warrant to purchase or otherwise transfer or dispose of of, directly or indirectly, any Shares or any securities of the Company (collectively, the “Lock-Up 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 dispositiondisposition (collectively, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or “Lock-Up Securities”); (ii2) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i1) or (ii2) above is to be settled by delivery of the Lock-Up Securities or such other securitiesSecurities, in cash or otherwise. The Representative may in its sole discretion and at ; (3) make any time without notice release some demand for or all of the shares subject to lock-up agreements prior exercise any right with respect to the expiration registration of the any Lock-Up Period. When determining whether Securities; or not (4) publicly disclose the intention to release shares from the lock-up agreementsmake any offer, the Representative will considersale, among pledge or disposition, or to enter into any transaction, swap, hedge or other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject arrangement relating to the conditions below, the undersigned may transfer the any Lock-Up Securities without the prior written consent of the Representative as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); or (ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); orSecurities.